Annual Report • Apr 24, 2013
Annual Report
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150years 1863 — 2013
immobel has been a major player in property development in Belgium for 150 years. It is also active in the Grand Duchy of Luxembourg and in Poland. Its business covers the office, residential and landbanking sectors, as well as, when the opportunity arises, retail, ensuring the diversification of its portfolio of projects. Its vision of the market and its expertise enable it to design, develop and manage ambitious real estate projects that create longterm value while respecting the environment and integrating the major issues facing society.
| 02 — Interview with the President and the Managing Director |
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| 04 — | 150 years in perspective |
| 08 — | 2012 in brief |
| 11 — | Financial information |
| 14 — Corporate Governance | |
| 24 — | Property market |
| 34 — Sustainable building | |
| 38 — Property development 40 — Belgium 58 — Grand Duchy of Luxembourg 64 — Poland |
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| 72 — The real estate portfolio in tables |
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| 74 — Directors' Report | |
| 86 — Remuneration Report | |
| 93 — Consolidated accounts Condensed Company Accounts |
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| 128 — Statutory Auditor's report | |
| 129 — Condensed Company accounts (SA) |
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| 132 — General information |
Our strategy is geographic and sectoral diversity the best defence against the vagaries of the market.
Baron Buysse – The economic situation in Europe impacts the whole real estate market. Belgium, and especially Brussels, cannot escape that. The office market has been stagnating for several years and demand in particular is weaker than it used to be. On the other hand, in Warsaw, offices turned out to be particularly active, with a record year in terms of the number of m2 leased.
Gaëtan Piret – In Belgium and the Grand Duchy of Luxembourg, moreover, we have noticed a slight drop in terms of residential and landbanking sales since the second half of 2012.
B.B. – The number of transactions is declining despite historically low interest rates. But we still believe in the middle and long-term potential of the residential and landbanking sectors and we will pursue our development strategy in these markets. Furthermore, in Brussels and Luxembourg, we see a demand for new, quality offices in good locations.
G.P. – immobel pursued the development of its various projects in the 3 sectors it knows well. As usual our activities comprised concluding leases, obtaining various permits, the delivery of certain buildings and the start of new projects. But 2012 was also a year of carefully targeted acquisitions. Either alone or in partnership, immobel made 3 major acquisitions: Parc Seny in Brussels (residential), Gateway in Zaventem (offices) and Kons in Luxembourg (offices, retail and residential), which was completed in February 2013. In the landbanking sector, too, immobel has actively pursued its policy of diversifying its acquisitions, with purchases in Flanders as well as Wallonia. In Poland, advanced negotiations should allow us to strengthen our presence in Warsaw as of the 1st half of 2013.
B.B. – Yes. We are continuing to expand there. We have already reaped the first benefits of our investments. We have successfully sold on several pieces of land acquired as part of a portfolio. Furthermore, we are examining several new opportunities.
G.P. – In the centre of Poznan we carried out a thorough renovation on a listed building containing 7,600 m2 of offices and retail businesses, which was delivered in September 2012. Constructed in the 1950s, the building is a remarkable example of modernist architecture. immobel was rewarded for this restoration in the category "Best Modernisation of the Year" in Poland. Today, 66 % of the surface area has already been leased. The immobel poland team, which we set up in 2012 to manage our projects, now numbers around 15 people.
G.P. – In Luxembourg, we have let over 75 % of WestSide Village and have signed a long-term lease with ING for a very significant part of the office phase of the Kons project. In Brussels, we delivered the last phase of the Forum project to the Belgian Chamber of Representatives and signed a long-term lease with Deloitte for the entire Gateway project (36,000 m2 ), of which we acquired 50 %. In terms of residential projects: Bella Vita (in Waterloo), Lindepark (in Tervuren), Charmeraie (in Uccle) - where building has already started -, as well as Bredene, Etterbeek and Eupen are, in our opinion, exemplary in more than one respect.
Apart from the desire to strengthen its presence in these historic markets and stay the course in Poland, what is immobel's guiding principle in its development ambitions?
B.B. – As far as acquisitions are concerned we concentrate on first class locations. These locations mean we can make pre-lease or presale agreements. That increases the security of the projects and automatically reduces the development risks.
G.P. – Our focus, both in the residential and the office sector is on investments where we can maximise our chances of signing agreements in the short or medium term, at least for a significant part of the project, either for a long-term lease with a first-class tenant, where offices are concerned, or, in the case of residential projects, for individual sales right at the start of the construction phase.
G.P. – Absolutely. We are continuing to pursue the strategy of geographic diversification, sectoral diversification and even in terms of the end investor, that we started nearly 6 years ago. It is an excellent defence against the vagaries of the market. At the end of 2012, Belgium, the Grand Duchy of Luxembourg and Poland made up approximately 72 %, 12 % and 16 % of our portfolio respectively, in all the different sectors.
At the end of 2012 we had a balanced portfolio under development, consisting of 190,000 m2 of residential projects, 153,000 m2 of offices and 416 ha of landbanking projects (Group's share). immobel participates in the development of approximately 650,000 m2 offices and residential projects, in Belgium, Luxembourg and Poland.
B.B. – In the present economic situation the results achieved in 2012 can be considered very reasonable, even though they were inferior to those of 2011. The results of a group like immobel should be analysed over a long period, because the projects have a lifetime of between 5 and 10 years. It is therefore impossible to guarantee that the results will be the same from one year to the next.
G.P. – In the past few years, immobel has invested considerable amounts in the acquisition of new projects. Chosen with care, these should enable the renewal and growth of cash flows and future profits. Particular attention has been paid to shortening the development time of these projects and to managing the risks inherent in them. Finally, sustainable development criteria and the major issues facing society are integrated into all the projects developed by immobel, as is proved by the breeam certificates we have obtained and the recognition of the quality of the buildings developed by immobel which is accorded to us by the authorities and other stakeholders. In this context: the Black Pearl project was elected by the Brussels Capital Region as "Exemplary Building 2012", for its remarkable performance in terms of both energy and the environment.
B.B. – Every day our colleagues and partners put a great deal of effort into ensuring that our projects evolve well. Our heartfelt thanks go out to them. We would also like to thank our clients, who support us in our longterm goals. And finally, last but certainly not least, we are very grateful to our shareholders and our bankers for all the support and trust they put in us.
Baron Buysse cmg cbe, Chairman of the Board of Directors & Gaëtan Piret1 , Managing Director
immobel, founded under the name "Compagnie immobilière de Belgique", has been listed on the stock market since 1863.
founded on 9 July 1863 by Messrs J.r. Bischoffsheim (its chairman), henri de Brouckère and Jules Malou, with the financial support of the Société générale, the ambition of the Compagnie immobilière de Belgique is to tackle the major urban challenges resulting from the industrialisation of the mid-xixth century.
| 1863 |
|---|
the Compagnie immobilière de Belgique, whose first shareholder is the Société générale, makes its primary objective the development of land in and around Brussels and within the fortified area south of antwerp.
the Company sets about an ambitious programme of urban development in Brussels: the creation of social housing, the construction of a covered market in Saint-Josse and the palais du Midi, the rehabilitation of a neighbourhood of around 10 ha in the city centre, and the development of the ponds in ixelles and the Square Jardin du roi, at the behest of léopold ii.
via its subsidiary the quartier léopold ii, the Compagnie immobilière de Belgique develops over 80 ha of land around the Basilica in Koekelberg.
the Compagnie immobilière de Belgique extends its field of operations to the entire country. large projects are constructed in the green peripheries of the cities to satisfy the general movement at the time towards more spacious living. land development projects are in full expansion.
the integration of the Compagnie Jacques de duve, in 1977, strengthens the Company's management and consultancy activities. its participation in the acquisition of the glaverbel building and the renovation and sale of the former union Minière headquarters to the générale de Banque illustrate this new dynamic.
the merger with the Consortium immobilier provides the Compagnie immobilière de Belgique with a real estate portfolio that assures it recurrent revenue. this operation is followed, a year later, by a capital increase subscribed in cash, tripling the company's equity capital.
the Company takes over investimmo, which becomes its property development and promotion arm, and is focused mainly on the outskirts of Brussels and the flemish region.
under the auspices of tractebel, a partnership with the de waele group results in the Company taking over de waele's holding company, which brings with it a portfolio of developments in Brussels and the surrounding area. this merger is the beginning of a new period of expansion into the promotion of office buildings.
the significant interest displayed by investors in Sicafis leads the Company to create Cibix, to which it brings part of its real estate portfolio and buildings belonging to third parties. from the very start it is the third largest Sicafi in Belgium, based on the size of its portfolio. Cibix is first quoted on the stock market on 18 May 1998. it specialises in top quality office buildings situated mainly in Brussels.
1987
the year 2001 marks a turning point in the history of the Compagnie immobilière de Belgique: debt reduction, asset sales and a refocusing on core real estate promotion and development activities. Cibix merges with Befimmo.
The year 2007 is marked by the arrival of a new reference shareholder, the constitution of a new Board of Directors, the nomination of a new Chairman and a new Managing Director. The company rethinks its strategy.
The Compagnie Immobilière de Belgique starts using the name under which it is registered on the stock exchange, immobel. The Company refocuses its operations on its three activities in two countries: Belgium and the Grand Duchy of Luxembourg.
2013 150years 1863 — 2013
immobel celebrates its one hundred and fiftieth birthday. In the vanguard of sustainable development, immobel continues to be a reference in the real estate sector, a responsible player, careful to take a long-term perspective in its activities and integrate the major issues facing society.
A new reference shareholder takes the place of the previous one. The industrial experience of this new shareholder, which is already active in the real estate sector, offers immobel new horizons, resulting in a radical transformation of the Company. With the support of the new shareholder, Poland becomes a major development focus.
Major acquisitions and developments for 126 MEUR
The site of phase 2 of the Forum site, in Brussels, was completed in December 2012. The project comprises 18,547 m² of offices pre-sold at the end of 2009, to the Belgian Chamber of Representatives.
The building, which received the breeam certification "Very Good", was approved by the buyer on 21 December 2012.
immobel has been selected, with a partner, to construct PPP (public/ private partnership) projects in Grez-Doiceau (Gastuche) (approximately 220 housing units in Walloon Brabant) and in Knokke (42 apartments in West Flanders).
Lindepark · Tervuren – In May 2012, immobel obtained the permits required for phase 1, consisting of 45 apartments out of a planned total of 60 units, including 6 apartments for social housing. Work started in February 2013. At 31 December 2012, 28 apartments had already been reserved.
The occupancy rate of the WestSide Village building went from 41 % to over 70 % in 2012
In September 2012, the construction of the Okraglak project in Poznan, was completed. Okraglak has been awarded in the category "Best Modernisation of the Year", in the competition organised annually by the Central & Eastern European Construction & Investment Journal.
Black Pearl · BrusselsFollowing receipt of all the necessary permits in 2011 and the departure of the last occupant, immobel began demolition and reconstruction work on this 11,000 m² office project in April 2012. Besides the breeam certificate "Excellent", the Black Pearl project will also benefit from the "Passive Building" label. Furthermore, immobel won the "Exemplary Building 2012" award for Black Pearl on 19 February this year.
Charmeraie · UccleThe infrastructural work having been carried out in 2011 and the necessary permits obtained in July 2012, immobel (in an 80 % partnership) started construction work on the first apartment building and 8 houses on this unique site, adjoining the classified green zone, Natura 2000. Once completed, the project will comprise 39 houses and 32 apartments spread over 2 buildings.
The first 3 buildings of the Green Hill project, B4, B5 and B6, were handed over in 2012. Moreover, sales have maintained a very good rhythm, as 45 apartments were sold in 2012. By the end of 2012, 118 out of the 164 apartments being marketed had already been sold.
In March 2012, immobel sold 80 % of its 50 % stake in the company holding a plot of land in Warsaw where around 65,000 m2 of offices could be built (Wronia/Prosta St.).
Due to the increased volume of projects in Poland, immobel poland has reinforced its team (around 15 year-end) with professionals with competences in office and retail development.
Net financial debt includes all (current and non-current) financial debts minus cash and cash equivalents.
* Financial debts/inventories
average equity at the beginning and end of the financial year.
Gearing ratio: equity / total assets (%)
Net result from continuing operations (MEUR)
| INCOME STATEMENT | 2008 | 2009 | 2010 | 2011 | 2012 |
|---|---|---|---|---|---|
| Operating income | 58.5 | 113.0 | 85.6 | 81.1 | 133.7 |
| Operating expenses | -47.4 | -93.5 | -72.4 | -58.6 | -114.3 |
| Operating result | 11.1 | 19.4 | 13.2 | 22.6 | 19.4 |
| Financial result | -4.3 | -4.0 | -4.9 | -5.4 | -6.8 |
| Share in the results of associates | 2.3 | 0.0 | 2.9 | 0.3 | 0.0 |
| Result before taxes | 9.1 | 15.4 | 11.2 | 17.5 | 12.6 |
| Income taxes | -2.0 | -0.7 | -0.7 | -1.3 | -0.9 |
| Result from continuing operations | 7.1 | 14.7 | 10.5 | 16.2 | 11.7 |
| Result from discontinued operations | -0.2 | 0.9 | 0.0 | 0.0 | 0.0 |
| Result for the year | 6.9 | 15.6 | 10.5 | 16.2 | 11.7 |
| Share of immobel | 6.9 | 15.6 | 10.6 | 16.2 | 11.7 |
| FINANCIAL POSITION | 2008 | 2009 | 2010 | 2011 | 2012 |
| ASSETS | |||||
| Non-current assets | 15.9 | 13.2 | 11.4 | 5.8 | 7.7 |
| Intangible assets and goodwill | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Tangible assets and investment property | 2.9 | 3.4 | 3.6 | 2.5 | 3.9 |
| Financial assets | 12.7 | 9.3 | 7.5 | 1.3 | 2.4 |
| Other | 0.3 | 0.6 | 0.3 | 1.0 | 1.4 |
| Current assets | 303.3 | 345.3 | 292.1 | 401.0 | 409.9 |
| Inventories | 262.0 | 260.3 | 240.8 | 327.9 | 359.9 |
| Treasury | 15.8 | 67.7 | 34.2 | 47.0 | 26.9 |
| Other | 25.5 | 17.3 | 17.1 | 26.1 | 23.1 |
| Total assets | 319.2 | 358.5 | 303.5 | 406.8 | 417.6 |
| EQUITY AND LIABILITIES | 2008 | 2009 | 2010 | 2011 | 2012 |
| Equity | 152.7 | 168.7 | 172.1 | 182.8 | 187.8 |
| Non-current liabilities | 86.6 | 69.3 | 71.9 | 112.6 | 136.1 |
| Financial debts | 71.2 | 58.8 | 65.6 | 109.3 | 135.5 |
| Other | 15.4 | 10.4 | 6.3 | 3.3 | 0.6 |
| Current liabilities | 79.9 | 120.5 | 59.4 | 111.4 | 93.7 |
| Financial debts | 30.5 | 44.9 | 22.5 | 74.3 | 51.8 |
| Derivative financial instruments | 1.5 | 2.2 | 1.8 | 1.8 | 2.1 |
| Other | 47.9 | 73.4 | 35.1 | 35.2 | 39.8 |
| Total equity and liabilities | 319.2 | 358.5 | 303.5 | 406.8 | 417.6 |
| KEY FIGURES IMMOBEL GROUP (MEUR) | 2008 | 2009 | 2010 | 2011 | 2012 |
|---|---|---|---|---|---|
| Cash flow1 | 0.7 | 17.2 | 8.5 | 14.0 | 8.0 |
| Net result, Group's share | 6.9 | 15.6 | 10.6 | 16.2 | 11.7 |
| Equity, Group's share | 152.7 | 168.7 | 172.2 | 182.8 | 187.8 |
| Market capitalization | 61.8 | 101.8 | 130.2 | 101.8 | 116.4 |
| FIGURES PER SHARE (EUR) | 2008 | 2009 | 2010 | 2011 | 2012 |
| Number of shares at year-end (in thousand) | 4 122 | 4 122 | 4 122 | 4 122 | 4 122 |
| Cash flow | 0.2 | 4.2 | 2.1 | 3.4 | 1.9 |
| Net result, Group's share | 1.7 | 3.8 | 2.6 | 3.9 | 2.8 |
| Value of equity | 37.1 | 40.9 | 41.8 | 44.4 | 45.6 |
| Gross ordinary dividend | 0.0 | 2.0 | 1.25 | 1.75 | 1.40 |
| Net ordinary dividend | 0.0 | 1.5 | 0.94 | 1.3125 | 1.05 |
| STOCK MARKET RATIOS | 2008 | 2009 | 2010 | 2011 | 2012 |
| List price on 31 December (EUR) | 15.0 | 24.7 | 31.6 | 24.7 | 28.3 |
| Maximum quotation (EUR) | 43.4 | 24.7 | 32.9 | 34.0 | 28.9 |
| Minimum quotation (EUR) | 11.2 | 11.0 | 23.0 | 23.4 | 24.2 |
| List price/book value | 0.4 | 0.6 | 0.8 | 0.6 | 0.6 |
| Gross return for 1 year2 | -31.7 % | 64.8 % | 36.0 % | -17.8 % | 21.5% |
| Gross ordinary dividend/last list price | 0.0 % | 8.1 % | 4.0 % | 7.1 % | 5.0% |
| Net ordinary dividend/last list price | 0.0 % | 6.1 % | 3.0 % | 5.3 % | 3.7% |
Evolution of immobel's return compared to the Belgian stock market over 10 years
11.7 MEUR
net consolidated result
360 MEUR total value of projects portfolio
Net result without the non cash expenses (amortisation, depreciation charges, provisions ...) and the non cash income (fair value ...)
Gross return for 1 year: (last closing price + dividends and capital repayments paid during the last 12 months - first list price for the period)/ first list price for the period
immobel adheres to the principles of corporate governance contained in the Belgian Corporate Governance Code published on 12 March 2009 (hereafter Code 2009), which is available on the GUBERNA website: www.guberna.be.
immobel believes that its Corporate Governance Charter and the present Corporate Governance Statement reflect both the spirit and the rules of the Belgian Corporate Governance Code.
The Corporate Governance Charter describes in detail the structure of the Company's governance and its policies and procedures in matters of governance. This Charter can be consulted on the Company's website: www.immobel.be.
This section of the Annual Report contains information concerning the way immobel put the principles of governance into practice during the past year.
The curriculum vitae of each Director (or of its permanent representative) can be summarized as follows:
Gaëtan PIRET1
54, holds a Master's degree in Business Engineering from the ULB. He is PMD 1989 of the Harvard Business School, a Fellow Member of the Royal Institution of Chartered Surveyors (FRICS) and a Member of IPI. He joined the Compagnie Immobilière de Belgique in 1992 and has been Managing Director since 29 June 2007. In addition, he is, amongst other things, a Director of SITQ Les Tours SA (Caisse de Dépôt et Placement du Québec) and UPSI (Union Professionnelle du Secteur Immobilier).
cmg cbe, 67, following an international career in London, where he was an Executive Director of BTR Ltd and Chief Executive Officer of Vickers Ltd, he is currently Chairman of Bekaert, a Bel20 company. It was he who initiated the Buysse Code on Corporate Governance for companies that are not listed on the stock market. He is the Chairman of the Board of Censors of the National Bank of Belgium and Director or Chairman of other organizations.
57, has a degree in Economics and Business Administration from the ULB (Solvay Business School) and has been the Managing Director of Belgacom since March 2003. He is also a Member of the International Committee of NYSE. He was previously the CEO of the RTL Group and Managing Director of GBL (Groupe Bruxelles Lambert).
49, has degrees in Information Technology and Business Administration from the Universities of Warsaw and Stuttgart. He joined Eastbridge in 1994. He currently holds the post of CEO of the Eastbridge Group and Chairman of the EM&F Group. He is in charge of the group's growth strategy, management of its operations in Europe and the United States, and relations with its business partners and investors. He has previously worked for consulting companies in Europe and the United States. He is a Member of the Polish Business Circle, the Polish-German Chamber of Commerce and the Association of Germans in Poland.
54, holds a Master in Law from the University of Warsaw. He also studied International Law at the Max Planck Institute and Law at the University of Hamburg. He is currently a partner at Concordia (since 1997), an investment firm located in Warsaw and Brussels, specialized in M&A transactions and corporate finance in Poland and Europe. In 2006-2008 he worked as a Senior Banker for Concordia Espirito Santo Investment, a joint venture between Concordia and the Portuguese group Espirito Santo Group. He is currently a Member of the Supervisory Board of Pegas Nonwovens Ltd (Czech Republic) and Empik M&F SA.
57, obtained a Master in Economic and Social Sciences (FNDP Namur) in 1981. He also followed the Entrepreneurial Management programme at the University of Boston. He is currently Director of the Compagnie Européenne de Constructions Immobilières SA and Manager of Antibes Investissements Sàrl. He also holds two public mandates in Monaco: he is Economic and Social Advisor to the Government of the Princedom of Monaco and Honorary Consul of the Kingdom of Belgium in Monaco.
48, obtained degrees from the Faculty of Philosophy and Sociology and the Faculty of Management of Warsaw University. He also has an MBA from the University of Illinois in Urbana-Champaign. He joined Eastbridge in 1995. Since June 2009, he has been a Director and the CFO of Eastbridge Group and a Member of the Supervisory Board of EM&F Group. Since 2002, he has been a Member of the Board of Directors and CFO of the Commercial Real Estate department of the Eastbridge Group. Previously he worked as CFO in various companies in Poland.
54, has been active in real estate - predominantly in residential property, retail and offices - since 1985. Alone or in partnership (with Interparking and the Brussels Regional Development Agency (SDRB), amongst others), he has simultaneously initiated, developed and managed multiple successful ventures both in Belgium and internationally, especially in Central Europe and the US. Since 1992 he has been one of the initiators and developers involved in the conversion of landmark office buildings into residential projects in the financial district of Manhattan, New York. He is a shareholder and Member of the Supervisory Board of Eastbridge.
58, supplemented his Master at the ISG business school with an MBA from Harvard Business School in 1982. Since 1978, he has been the cofounder and CEO of Celio, the number 1 in Europe for men's ready-to-wear fashion, which has 1,600 shops in 65 countries. Since 2006, he has been a majority shareholder of the women's ready-to-wear fashion label, Jennyfer. He is also a Member of the Supervisory Board of Eastbridge and Director of Bata Shoes.
54, studied Economics at the VUB (Brussels) and obtained a Master in Financial Management from VLEKHO in Brussels. He also completed the IEP programme at INSEAD. He is currently Chairman of the Board of Management of the Euler Hermes Group, Member of the Allianz Group, which he joined in 2007 as CFO of Allianz Global Corporate & Specialty. He was Chairman of the Board of Management of the Dutch credit insurance company Atradius NV from May 2004 till October 2006. From 1996 till 2004 he was CFO successively of Mobistar, Wanadoo and Orange, all of which are part of the France Télécom Group.
15immobel • Annual
Report 2012
In carrying out the functions concerned in the present report, Mr Gaëtan PIRET acts as the permanent representative of the company GAETAN PIRET sprl.
In carrying out the functions concerned in the present report, Mr Didier BELLENS acts as the permanent representative of the company ARSEMA sprl.
| NAME | FUnction | Date first appointment |
End mandate |
Professional address |
|---|---|---|---|---|
| Baron BUYSSE |
Chairman of the Board (Independant) |
13 November 2007 2016 | c/o Bekaert SA, Diamant Building, Boulevard Auguste Reyers 80, 1030 Brussels |
|
| Gaëtan PIRET1 |
Managing Director |
10 May 1995 | 2015 | Rue de la Régence 58, 1000 Brussels |
| Didier BELLENS2 |
Director (Independant) |
29 August 2007 | 2015 | c/o Belgacom SA, Boulevard du Roi Albert II 27, 1030 Brussels |
| Maciej DROZD |
Director | 8 September 2010 | 2013 | c/o Eastbridge Group, c/o Global Asset Management Sp. z o.o., 104/122 Marszalkowska Street, PL-00-017 Warsaw (Poland) |
| Dany DWEK |
Director | 24 May 2012 | 2016 | c/o Eastbridge Group, c/o Global Asset Management Sp. z o.o., 104/122 Marszalkowska Street, PL-00-017 Warsaw (Poland) |
| Maciej DYJAS |
Director | 8 September 2010 | 2014 | c/o Eastbridge Group, c/o Global Asset Management Sp. z o.o., 104/122 Marszalkowska Street, PL-00-017 Warsaw (Poland) |
| Marc GROSMAN |
Director | 8 September 2010 | 2014 | c/o Celio International SA, South Center Titanium, Place Marcel Broodthaers 8b2, 1060 Brussels |
| Marek MODECKI |
Director (Independant) |
8 September 2010 | 2015 | c/o Concordia Sp. z o.o., Aleje Jerzolimskie 65/79, PL-00-697 Warsaw (Poland) |
| Wilfried VERSTRAETE |
Director (Independant) |
29 August 2007 | 2015 | c/o Euler Hermes SA, 1 rue Euler, F-75008 Paris (France) |
| Laurent WASTEELS |
Director (Independant) |
8 September 2010 | 2015 | c/o Wasteels S.à r.l., 5 allée Guillaume Apollinaire, MC-98000 Monaco |
Pursuant to article 18 of the Articles of Association, the Board shall be convened by the Chairman of the Board of Directors, the Managing Director or two Directors.
In principle the Board meets at least three times a year (in March, August and December). Additional meetings may be organized at any time, with reasonable notice. This frequency enables the Directors, among other things, to review the half-yearly accounts in August and the annual accounts in March, as well as the budgets in December. In 2012, the Board met on six occasions.
The Board of Directors of immobel will focus on gender diversity over the next few years, as the law won't apply to the Board until 1 January 2017 at the earliest or even later, in 2019. For this purpose, a Committee already met in 2012. During this Committee, it was decided to propose a reflection to the Board of Directors on its future evolution as well as what it implies for immobel.
In carrying out the functions concerned in the present report, Mr Gaëtan PIRET acts as the permanent representative of the company GAETAN PIRET sprl.
In carrying out the functions concerned in the present report, Mr Didier BELLENS acts as the permanent representative of the company ARSEMA sprl.
The Audit & Finance Committee
The Audit & Finance Committee (hereafter "AFC") assists the Board of Directors mainly in, on the one hand, monitoring financial reports and financial information intended for Shareholders and third parties, as well as the quality of internal control and risk management, and on the other hand, following up on the auditor's work, and monitoring the Company's accounts department and finances.
The AFC is made up of at least three Directors who do not have executive responsibilities within Immobel; a majority of the Members of this Committee are independent and at least one Member is competent in accounting and auditing matters.
The Members of the AFC and its Chairman are appointed by the Board of Directors for a maximum duration of four years.
Wilfried VERSTRAETE, Chairman, Didier BELLENS and Maciej DROZD, Members.
In 2012, the AFC met four times at the request of its Chairman.
The main mission of the Remuneration & Appointments Committee (hereafter "RAC") is to make proposals to the Board of Directors concerning remuneration (elements of the remuneration of the Directors, the Members of the Management and Executive Committees, the managers and people in charge of day-to-day management; policy on employee share ownership, etc.) and concerning appointments (appointment or reelection of the Members of the Committees etc.). In application of the Law on Corporate Governance of 6 April 2010, the RAC draws up the Remuneration Report which the Board includes in the Statement on Corporate Governance, which will be discussed during the Annual General Meeting (see infra p. 86).
The RAC is made up of only nonexecutive Directors, a majority of whom are independent Directors and have the necessary expertise in remuneration policy.
The Managing Director takes part in the meetings of the RAC with an advisory vote when this Committee treats the remuneration of the other executive Directors, the other Members of the Management Committee and the other Members of the Executive Committee.
The Members of the RAC and its Chairman are appointed by the Board of Directors for a maximum duration of four years.
Composition: Didier BELLENS, Chairman, Dany DWEK, Marek MODECKI and Laurent WASTEELS, Members.
In 2012, the RAC met four times at the request of its Chairman.
The Investment & Asset Management Committee (hereafter "IAMC") assists the Board of Directors in the strategic management of all of immobel's assets that are valued in excess of 5 MEUR. It also helps it to identify and understand the strategic challenges posed by potential new real estate projects valued in excess of 5 MEUR.
The IAMC is made up of at least three Directors, including the Managing Director.
The Members of the IAMC are appointed by the Board of Directors for a maximum duration of four years. The Managing Director is the Chairman of the IAMC.
Composition: Gaëtan PIRET, Chairman, Dany DWEK, Maciej DYJAS, Marc GROSMAN and
Wilfried VERSTRAETE, Members.
In 2012, the IAMC met four times at the request of its Chairman.
The main roles of the Management Committee are:
Gaëtan PIRET, Chairman, Philippe HELLEPUTTE, Christian KARKAN and Philippe OPSOMER, Members.
The Members of the Management Committee are not related to each other.
In 2012, the Management Committee met four times at the request of its Chairman.
The curriculum vitae of the Members of the Management Committee can be summarized as follows:
The role of the Executive Committee is to introduce efficient systems of internal control and risk management as well as to ensure the day-to-day management of operations. It draws up and implements the policies of immobel the Managing Director esteems to be of the competences of the Executive Committee.
Under the responsibility of the Managing Director, he:
Gaëtan PIRET, Chairman, Pierre DELHAISE1, Bartlomiej HOFMAN2, Philippe HELLEPUTTE3, Christian KARKAN4, Sophie LAMBRIGHS5, Jean-Louis MAZY6, Joëlle MICHA7, Paul MUYLDERMANS8 and Philippe OPSOMER9, Members. The Members of the Executive Committee are not related to each other.
The curriculum vitae of the Members of the Management Committee and the Executive Committee can be summarized as follows:
61, joined immobel in 1977 as legal Advisor, after having worked 2 years for Coopers & Lybrand. He is, since 1984, in charge of the landbanking activities of the Group, Managing Director of Lotinvest, Director of various subsidiaries of immobel Group and Member of the Executive Committee since 1987. He holds a Master in Law (UCL), is Member of the IPI and General Counsel of the UPSI (Union Professionnelle du Secteur Immobilier).
54, holds a Master's degree in Business Engineering from the ULB. He is PMD 1989 of the Harvard Business School, a Fellow Member of the Royal Institution of Chartered Surveyors (FRICS) and a Member of IPI. He joined the Compagnie Immobilière de Belgique in 1992 and has been Managing Director since 29 June 2007. In addition, he is, amongst other things, a Director of SITQ Les Tours SA (Caisse de Dépôt et Placement du Québec) and UPSI (Union Professionnelle du Secteur Immobilier).
62, joined immobel in 1984 as Company Lawyer after having worked for the office of Notary Marc Bernaerts in Brussels for 7 years. He is currently Head of Legal Services of immobel and a Member of the Association of the Company Lawyers. He holds a Master in Law (RUG), a Master in Notary Law (VUB) and a Master in European Law (ULB). He also holds a Common law certificate from St. Catherine's College (Cambridge).
38, joined the Group in 2011 as head of our Polish subsidiary (Head of immobel poland) and is member of the RICS. Prior to joining immobel, he has worked, since 1999, for Knight Frank and DTZ, specializing in the office sector, and from 2005, he has worked for Austrian based investment fund Europolis. He holds a Master degree from Warsaw University in International Relations and a Postgraduate degree in Property Valuation from Warsaw Technical University.
49, Member of IPI and RICS, joined immobel as Head of Development in 2009. He started his career in 1986 when he joined Healey & Baker (now Cushman & Wakefield) as property agent specialized in offices, lettings and investments. From 1989 until 1993, he was in charge of real estate projects at Fibelaf. In 1995 he became an Associate of Cushman & Wakefield and Equity Partner in 2000 when he accepted the position of Head of the investment team. He studied Marketing at EPHEC (Ecole Pratique des Hautes Etudes Commerciales) and has a degree in Corporate Management.
41, joined immobel in January 2013 as an Advisor and Member of the Executive Committee. She started her career in the building trade, where she held several positions both in Brussels and Paris, involving the design of buildings and works of art. In 2003 she joined the real estate department of Axa Belgium, initially as a Project Manager and later as an Investment Manager. She was also a Director of the real estate investment trust, Retail Estates, and a Member of the Investment Committee of Home Invest. She holds a Master's Degree in Civil Engineering (Construction) from the ULB and obtained an Executive Master in Management from Solvay Brussels School.
43, joined the Group in 2000 as Company Secretary of the sicafi Cibix (Reit). Since 2007, she is Head of Corporate Affairs and Compliance Officer of immobel. Prior she worked as a Lawyer for Loeff Claeys Verbeke (currently Allen & Overy), as an authorised agent in a private bank, and at the FSMA (formerly BFIC) in the Markets Supervision department. She holds a Master in Law (UCL), a Master in Taxation (HEC-Liège) and she also obtained the Certified European Financial Analyst qualification (ABAF). She is a Company Director in Belgium and the Grand Duchy of Luxembourg.
58, joined immobel in 2002 as Head of Project Management. He was previously Commercial Director at Valens (Eiffage group). He holds a degree in Civil Engineering (KUL) and a Postgraduate from the RUG. He is AMP 1997 from INSEAD and Member of the Royal Institution of Chartered Surveyors (MRICS).
Jean-Louis MAZY
57, joined immobel in 2001 as internal Consultant and afterwards as Member of the Executive Committee. Prior to this, he was a Member of the Executive Committee of Cibix – sicafi (Reit) (1999-2001). He began his professional career as Inspector General of Finance (1979- 1996). Afterwards he joined the P&V Group as CFO (from 1990 till 1997). He holds a Master's degree in Economics (ULB) and an Advanced Management Program (Harvard Business School).
50, joined immobel as CFO. After a career start in the banking sector, he joined Nestlé Belgium in April 1989 where he spent 9 years (in the Finance, Audit, IT and Logistics departments). In November 1997, he joined Econocom in Belux, where he spent 10 years in senior management jobs, in Belux & France, in Finance, Operations and IT. He left Econocom in November 2007 (being at that time CFO, Products and Services Benelux). He holds a Master's degree in Business Engineering (Solvay Business School 1987).
The Belgian legislative framework for internal controls and risk management consists in the Law of 17 December 2008 (in application of the European Directive 2006/43 concerning corporate financial control), the Corporate Governance Law of 6 April 2010 (CG Law) and the Code 2009.
Nevertheless, the current Belgian legislative and normative framework specify neither the model of internal control to which the companies for which it is intended should conform, nor the modalities for implementing it (level of detail required).
immobel uses a system of risk management and internal control that was drawn up internally based on the "COSO" model of internal control.
The COSO methodology is organized around five elements:
The element "internal control environment" focuses on the following components:
"immobel is a leading Belgian listed company active in the real estate business and more specifically in the offices, residential and landbanking sectors as well as in function of retail/ commercial opportunities. immobel's objective is to ensure a diversification of its project portfolio via these sectors and to design, manage and promote real estate projects that create long-term value, while respecting the environment and integrating corporate social responsibility."
immobel has a Board of Directors, an IAMC, an AFC, an RAC, an Executive Committee and a Management Committee.
Responsibility for drawing up immobel's strategy and for controlling the way it does business belongs primarily to the Board of Directors. The main responsibilities of the different Committees have been mentioned above (cfr. Decision-making bodies).
immobel takes a prudent attitude, managing a portfolio of diversified projects that create long-term value through its three lines of activity.
immobel has a Good Behaviour Code that describes the principles of good conduct that apply to each of the Directors and the Members of the Management and Executive Committees as well as all the employees and external collaborators. This Code deals with aspects of conflict of interest, professional secrecy, the buying and selling of shares, corruption and misuse of corporate funds, business gifts and even human dignity. The position of Compliance Officer has been created.
tors and the Members of the Executive and Management Committees: immobel has introduced a remuneration procedure that complies with the requirements of the CG Law of 6 April 2010 on Corporate Governance.
immobel regularly carries out risk identification and evaluation exercises. The risks are mapped out and formal action plans are drawn up to deal with those risks for which the level of control is deemed to be inadequate. The AFC monitors the implementation of these action plans.
The principal risks to which immobel is exposed are set out in detail in section I.B of the Directors' Report.
The control activities correspond to the regulations and procedures used to deal with the principal risks identified. Amongst the main regulations and procedures established within immobel, we would like to mention the following:
procedure applies to approval of all transactions and the signatories are specified in function of the sums involved in the transaction.
immobel uses the software program Navision as its financial management information system, of which the maintenance and development are subcontracted to a partner.
Data continuity is also subcontracted to a partner who is contractually bound to follow a strict procedure to establish a reliable and secure information storage system.
For the large majority of entities in the immobel Group accounting is outsourced to a firm specialised in financial services. The accounts are kept in immobel's ERP, the integrated management software program Navision. The finance department of immobel is always in charge of the closure process and drafting the Annual Report, the Consolidated Financial Statements drawn up according to IFRS standards and the Annual Accounts. Communication with the personnel and the various employees of immobel is appropriate to the size of the business. It is based mainly on work sessions, verbal communications from the management to the personnel as a whole, or internal e-mail notes signed by the Managing Director.
In order to ensure rapid communication and equal treatment of all Shareholders, immobel publishes the agenda and the minutes of the Annual General Meetings, the halfyearly and annual financial results, press releases, the Articles of Association, the Charter of Corporate Governance and the Annual Report on its website. Certain information is also published in the press.
The AFC is responsible for supervising internal control. Given the size and the activities of the Company and the Group, the AFC does not consider it necessary to create the position of internal auditor to assist it in this mission.
In order to evaluate the control environment regularly, the AFC entrusts the auditor with certain specific missions involving more thorough examination of internal control, consisting of testing the existing controls and identifying possible weaknesses compared to best practice. The AFC ensures that the recommendations are implemented if the need arises.
Should the nature and size of the Group's activities change, the AFC would re-examine the need to get an internal auditor.
In 2012, the Directors had recourse to the procedure applicable in case of conflict of interest, as laid down in articles 523 and 524 of the Companies Code and described in the Charter of Corporate Governance, twice. Apart from that, there was one transaction between, on the one hand, the immobel Group and, on the other hand, a Member of the Management Committee, that was subject to the procedure mentioned above. Article 524 § 5 of the Belgian Companies Code has been applied once in the framework of intended operations between subsidiaries (affiliated companies) of immobel, for the sake of prudence.
Application of the rules cited above has not given rise to any difficulty.
In its Code of Good Conduct the Corporate Governance Charter provides rules intended to prevent the abuse of the market, which are applicable to Directors, to de facto managers, and to any other person liable to possess privileged information because of his/her involvement in the preparations for a particular operation.
These rules have been supplemented by an internal note summarizing the main legal obligations in this matter, particularly taking into account the Royal Decree of 5 March 2006 on abuse of the market, with a view to increasing an awareness of their obligations in those concerned.
Philippe Garin & Frédéric Hovine
The Compliance Officer is tasked with ensuring compliance with said rules in order to reduce the risk of abuse of the market by insider trading. The Compliance Officer keeps lists of people who have or are liable to have privileged information and who know or cannot reasonably be unaware of the privileged nature of this information.
When these people consider carrying out operations involving financial instruments issued by immobel, they must give the Compliance Officer prior notice in writing or by email of their intention to carry out this operation. Within 5 working days of reception of this prior notice the Compliance Officer will inform the persons concerned whether there is any reason to think that the operation under consideration constitutes insider trading. Should that be the case, it would be inadvisable to carry out the operation. These persons must notify the FSMA of any operations carried out on their own behalf and involving Company shares within five working days of the operation concerned being performed, this notification can be deferred, however, in conformity with the law, as long as the total sum of the operations carried out during the calendar year in progress does not exceed the threshold of 5,000 EUR.
During these so-called "closed" periods, it is forbidden for these people to carry out operations involving immobel's financial instruments.
During the past financial year the job of Compliance Officer at immobel was carried out by Mrs Joëlle Micha, Head of Corporate Affairs.
Application of the rules cited above has not given rise to any difficulty.
The Board of Directors of immobel assesses that no governmental, legal or arbitration proceeding exists that may have, or have had in the recent past, significant effects on the Company and that the Company is not aware of proceedings which are pending that could cause these governmental, legal or arbitration proceedings.
| 31 December 2012 |
Number | Voting rights related there to |
|---|---|---|
| Ordinary shares | 4 121 987 | 4 121 987 |
In application of article 29 of the Law of 2 May 2007 on the disclosure of shareholding in issuers whose shares are admitted to trading on a regulated market, immobel has been informed by the following Shareholders that they hold the following shares (7 March 2013):
| Shareholders | Voting rights |
% of total shares |
|---|---|---|
| CRESIDA INVESTMENT S.à r.l. having its registered seat at L-1469 Luxembourg, rue Ermesinde 67 |
1 030 484 | 24.99 % |
| JER AUDREY S.à r.l. having its registered seat at L-1931 Luxembourg, Avenue de la Liberté 41 |
228 081 | 5.53 % |
| CAPFI DELEN ASSET MANAGEMENT NV1 having its registered seat at 2020 Antwerp, Jan Van Rijswijcklaan 178 |
208 516 | 5.06 % |
The General Meeting of Shareholders authorized the Board of Directors to increase the Company's capital by a maximum amount of 50,000,000 EUR, in one or more occasions, dates and manner to be determined by the Board of Directors, and for a term of five years from the publication of this authorization in the Belgian Official Gazette. This authorization has expired on 7 December 2012. It will be proposed during a next Extraordinary General Meeting to renew this authorization.
The Company may acquire or take as security its own shares under the conditions determined by the law. The Board of Directors is authorized to sell, on the stock exchange or outside, at the conditions it determines, without prior authorization of the General Meeting, in accordance with the law.
By decision of the Extraordinary General Meeting of Shareholders of 13 April 2011 the Board of Directors is authorized, for a term of 3 years dating from said Extraordinary General Meeting, to purchase or dispose of shares in the Company when this purchase or disposal is necessary to prevent any serious imminent harm. This authorization is granted for a period of three (3) years dating from publication of this authorization in the Annexes to the Belgian Official Gazette. Such authorization shall also be valid for the acquisition or the alienation of shares of the Company by a direct subsidiary according to article 627 of the BCC. The Board of Directors has full powers to cancel the shares acquired by the company in this way, to have the cancelation certified by notarial act and to amend and coordinate the Articles of Association to bring them into line with the decisions taken.
Furthermore, by decision of the Extraordinary General Meeting of 13 April 2011, the Board of Directors is authorized to acquire shares of the Company to a maximum of twenty percent (20 %) of the issued shares at a price which will not be less than ten (10) EUR nor more than twenty percent (20 %) during the highest closing of the last twenty trading days of the Company shares on Euronext Brussels before the acquisition. This authorization is granted for a period of five (5) years from the date of the Extraordinary General Meeting of 13 April 2011. This authorization also applies to the acquisition of shares of the Company by a direct subsidiary according to article 627 of the BCC. The Board of Directors has full powers to cancel the shares acquired by the company in this way, to have the cancelation certified by notarial act and to amend and coordinate the Articles of Association to bring them into line with the decisions taken.
The rules governing the appointment and replacement of Directors and the amendment of the Articles of Association shall be those provided by the Companies Code.
The terms of change of control contained in credit agreements with financial institutions were approved by the General Meeting of 24 May 2012, pursuant to section 556 of the BCC.
The Statutory Auditor is Deloitte Reviseurs d'Entreprises, represented by Mr Laurent Boxus, which has its registered seat at 1831 Diegem, Berkenlaan 8B. The fixed fees payable to the Statutory Auditor Deloitte for examination and review of the Statutory and Consolidated
Accounts of Immobel amounted to 65,000 EUR (excluding VAT). His fee for the revision of the statutory accounts of subsidiaries came to 125,500 EUR (excluding VAT).
Fortis Banque is the Central Paying Agent of immobel for an indefinite period. The remuneration of the commission is calculated as follows:
| Brussels | 2011 | 2012 | Outlook 12 months |
|---|---|---|---|
| Stock (in millions of m²) | 13.0 | 13.1 | |
| Total take-up (in m²) | 350 000 | 423 000 | |
| Vacancy rate (in %) | 11.1 | 10.4 | |
| CBD (in %) | 6.8 | 6.2 | |
| Non-CBD (in %) | 18.8 | 17.6 | |
| Completions (in m²) | 111 000 | 85 000 | |
| Prime rent (in EUR/m²/pa) | 300 | 285 | |
| Top quartile rent (in EUR/m²/pa) | 222 | 219 | |
| Weighted average rent (in EUR/m²/pa) |
171 | 172 |
| Brussels | 2011 | 2012 | 10-year average |
trend 2013 |
|---|---|---|---|---|
| Offices | 1 077 | 857 | 1 570 | |
| Industrial | 255 | 191 | 201 | |
| Retail | 295 | 755 | 491 | |
| Care Homes | 135 | 302 | 134 | |
| Other | 82 | 94 | 126 | |
| Total | 1 850 | 2 200 | 2 700 |
The office leasing market in Brussels is marked by a trend towards a certain equilibrium, with a constant decrease in lease vacancy, thanks to a recovery in the occupants' activities, particularly since the summer of 2012. The drop in vacancy affects all districts, particularly the CBD where the vacancy rate is at 6.2 %. So far the economic climate has not been propitious for a multiplication of risky developments and the rise in demand has also led to a drop in the supply of new space, which has barely or not been renewed. Although it has been declining in recent quarters, the vacancy rate still remains high in the decentralised districts and the periphery. The revival of activity in the leasing market tends to confirm the drop in vacancy in these areas and the trend to convert structurally vacant buildings for other purposes.
The investment volume for all types of property increased by 20 % to approximately 2.21 billion EUR in 2012, higher than the average of the last 5 years, which is 1.8 billion EUR. The investment market is clearly polarised with, on the one hand, increased demand for investment products that bring in secure income streams with low perceived risk (such as offices with long-term leases and well established shopping centres) while, on the other hand, the demand for non-core properties with the potential for redevelopment for other uses has shown definite signs of life and increased liquidity. Between these two extremes demand has been weak and liquidity reduced.
There was noticeable improvement in the office leasing market in Brussels in 2012, with a total of 423,000 m² of transactions, or 21 % more than in 2011. This figure is still slightly lower than the 5-year average, but shows a recovery in the market despite the difficult economic context. It was mainly the corporates that buoyed the market with 68 % of the total take-up and, in particular, several large transactions in the periphery, including the preleasing by Deloitte of 36,000 m² of the Gateway project at Brussels National Airport. The European institutions have also been very active with a volume of 85,000 m², spread over several large buildings in the Leopold and North districts. The Belgian administrations were virtually absent from the leasing market in 2012, mainly because of the austerity measures imposed by budgetary constraints. The principle transaction with the Belgian administrations was the preleasing of 12,000 m² in Belair.
The decline in the vacancy rate was accentuated in 2012. Although it was at 11.1 % at the end of 2011, it gradually decreased to 10.4 % in the 4th quarter of 2012. The discrepancy between the CBD and the non-CBD remains significant, although vacancy is declining in both zones. In the CBD, the rate dropped from 6.8 % at the end of 2011 to 6.2 % a year later and it is set to drop even further in 2013. Outside the CBD vacancy has gone from 18.8 % to 17.6 %,
"Historically low interest rates and the fact that a great many investors are risk-averse, mean that investments in real estate for which long-term leases have been signed, remain very attractive."
mainly due to strong activity in the leasing market in the periphery and the conversion of office buildings for other purposes in the decentralised areas. Approximately 165,000 m² of office space were removed from the stock in 2012 following reconversion for other uses, a clear increase compared to the 118,000 m² in 2011. The trend to reallocate structurally vacant buildings is set to continue in our opinion.
In 2012, face rents were relatively stable, as illustrated by the virtually unchanged level of top quartile rents and the weighted average rent. On the other hand, prime rents for exceptional buildings declined slightly for the second consecutive year, from 300 EUR/m²/pa to 285 EUR/m²/pa.
Incentives remain high and an analysis of a sample of transactions during the past year shows an average delta between face rents and economic rents of between 15 and 25 %, with a trend towards stabilisation in non-CBD districts and the suggestion of a decline in the CBD.
Demand from the European institutions and the Belgian public sector should maintain activity in the leasing market at a level similar to that in 2012. The low level of speculative completions is going to entail a new fall in vacancy both in the CBD and outside.
Mobility and accessibility by efficient public transport are key factors affecting companies' decisions in the event of relocation. Another important factor is workplace efficiency, the average space per employee is declining too, there is a general trend towards open-plan offices amongst a wider variety of occupants and the flexible or hot desk solution is envisaged by a growing number of businesses.
The total investment volume in Belgium during 2012 reached approximately 2.2 billion EUR, an increase of 20 % compared to 2011. There was a net increase in activity in the retail sector above the 10-year average, although offices booked a noticeable decline, as did the industrial sector. Care homes are now considered to be a separate asset class. The sector underwent strong growth in 2012 with volumes even higher than those in the industrial sector.
Gaétan Clermont CEO Belgium, Luxembourg & Switzerland – CBRE
Belgian investors (69 %) are still responsible for the lion's share of the total investment volume. Institutional investors, especially insurance companies, were active in the core products sector, particularly offices, but also care homes, of which they were the major buyers. Private investors and promoters were active in more opportunistic acquisitions, both in retail and in offices, and in redevelopment transactions.
Prime office yields for standard leases remain stable at 6-6.5 % in the CBD, although the availability of prime offices is still limited. Outside the CBD, demand from specialised investors is subsiding, with a resulting increase in yields to 7.25-7.50 %. Yields on office buildings with long-term leases have remained stable at 5.25 %.
Prime industrial yields have remained stable at 7 %.
Yields on retail buildings have remained low due to strong competition between investors for all types of prime property, both in shopping centres and on high streets. Demand from private investors for high street properties in prime locations remains very solid and yields have gone down to 4.25 %. In 2012, there were several large transactions involving well-situated shopping centres. Yields are stable at between 5 and 5.25 %.
There is still a world of difference between retail, which has already proved its strength, and the more speculative assets that have not yet demonstrated an ability to perform well over time. Due to the lease structure in Belgium income security on retail assets is only guaranteed by the success of the location, whether it is high street, shopping centre or retail park.
Evolution of the office take-up in Brussels by sector
Take-up by quarter (in thousands of m2)
The care home market and liquidity in it are fairly recent; however we estimate yields of between 5 % and 6.50 %.
In our view, investments in the office sector will increase again in 2013, while the industrial and retail sectors are set to remain stable.
The difference between returns on sovereign or corporate bonds and returns on real estate having reached high levels now, property yields will continue to be attractive compared to other investment products, as long as income security is either guaranteed by long-term leases with creditworthy tenants (offices) or underwritten by a proven ability to re-let on attractive terms (shopping centres in large cities, high street shops or logistics).
Where these elements are not present, private investors and private property companies are likely to continue to be active and to seize opportunities which, while presenting a certain degree of risk, also offer added value in the medium term.
Finally, in our opinion there will continue to be high levels of transactions involving former offices for redevelopment, mainly with a view to converting them into medium to prime residential accommodation, as well as care homes and schools. The profitability of this type of transaction depends on the purchase price of the building and the cost price of the building in its new guise; we think therefore that it is essential to be extremely selective concerning location, amongst other things.
We consider the Walloon Brabant area to be part of the Brussels periphery market. Liège, Charleroi and Namur are therefore the three major markets for office space in Wallonia, with a combined stock of approximately 1 million m².
Total take-up was of the order of 33,000 m² during 2012, down 27 % on last year, with 17,000 m² in Liège and the surrounding area. The main transaction in Liège was the leasing of 7,000 m² by the population service of the City of Liège. The leasing market was very active in Namur too, with a total take-up of about 7,000 m², around 10 % more than in 2011. 5,000 m² was leased by Atradius in the Montagne du Parc project. It is noticeable that although Namur's biggest market is traditionally the public sector, the most important transaction this year came from the private sector.
No completions took place in 2012 in the three principle markets in Wallonia, and no project is scheduled to be completed in 2013 either.
The 38,000 m² of the Tour Paradis in Liège, which has been preleased by FPS Finance, may be finished by the end of 2014. The vacancy rate has remained very low, varying from city to city between 3 % and 5 %.
Prime rents in Liège, Charleroi and Namur remained stable at 135 EUR/ m²/pa, 125 EUR/m²/pa and 160 EUR/m²/pa respectively.
There was no significant transaction in the investment market in 2012; however we think that if an opportunity for a core property leased longterm to a creditworthy tenant were to present itself, it would very quickly find a buyer.
The total stock in the Flemish Region, excluding the municipalities in Flemish Brabant that belong to the Brussels periphery, is estimated at around 4.5 million m², 40 % of it in Antwerp. In recent years we have observed more competition between the main cities in Flanders. Antwerp is no longer the only city with an active office market; it now has to contend with new and accessible property in Mechelen, Ghent, Hasselt, Leuven and even Aalst. Take-up has therefore fallen by 14 % in Antwerp, to 90,000 m², although in Flanders as a whole it has gone up by 45 %. In Mechelen, for example, transactions have increased fivefold to reach 28,000 m², and in Ghent they have increased by 153 % to 36,000 m². The heightened competition can be explained by the mobility problems in Antwerp.
As in other towns and cities, the private sector in Antwerp has monopolised demand, the public sector being virtually absent from the market, with the exception of a transaction of 9,000 m² for the Federal Police in Dendermonde. The vacancy rate has declined slightly in Antwerp but remains high at 11.6 %, whereas in Mechelen and Ghent it has settled at 10.3 % and 3.7 % respectively. We estimate vacancy in Leuven at 10.7 %.
Developments in Antwerp are limited at the moment, and in 2013 and 2014 only 23,000 m² are scheduled to be completed. In the longer term, the Antwerpen X and Nieuw Zuid projects should give a new dynamic to the supply of new properties, although only a small part of these projects has a permit. In the short or medium term this will result in a reduction in the vacancy rate but will also strengthen the competition with the other cities, including Ghent, which offers opportunities.
Prime rents in Antwerp have remained stable at 145 EUR/m²/pa in the CBD. In the area around the Ring, prime rents have remained unchanged at 140 EUR/m²/pa, the same level as they have reached in Mechelen now (up 4 % in one year). In Ghent, prime rents are also up 4 % and have reached 145 EUR/m²/pa, or the same level as in Antwerp. In Leuven, rents have remained unchanged at 155 EUR/m²/ pa.
Incentives are always an important element in lease negotiations. Incentives equivalent to an 8-10 % reduction in face rent are usual, which is significant but still below the levels of incentives given in the decentralised areas of Brussels and its periphery.
As far as the investment market is concerned, the most important transactions in the country have taken place in Flanders, with the sale to a sovereign wealth fund from Abu Dhabi of the Zuiderpoort in Ghent for 110 MEUR and the sale to Belfius Insurance of the Justitie Paleis in Hasselt for 95 MEUR. Though the sale of the Zuiderpoort can be categorised as a distressed sale, the transaction in Hasselt is a core property, leased long term to the Régie des Bâtiments.
Yields on core property are between 6.75 % and 7.5 % in the Antwerp Ring district, Mechelen, Ghent and Leuven.
2012 was a record year for the property investment market in the health sector. It was also a year for student housing and, finally, one in which the transformation of offices into residential accommodation became a reality.
Le marché des maisons de repos a The retirement home market performed well throughout 2012 with an overall investment volume of 301 MEUR. The main operations were 1) AG Real Estate, which took over Vulpia retirement homes, 2) Belfius Insurance, which took over 3 retirement homes from Orpéa, and 3) Ethias, which invested 129 MEUR in the acquisition of 3 retirement homes.
After private investors, institutional investors began to acquire student accommodation. In May 2012, Cofinimmo purchased 2 buildings in Etterbeek intended for students at the ULB, followed by Home Invest, which acquired one in Louvain-la-Neuve. In Kortrijk, Hecta invested in a building on which work will start in 2013 and Wereldhave acquired a building in Ghent. This market has the benefit of offering immediate high yields but requires more active management. 1 Source: Latour & Petit
In the office to housing conversion sector, a volume of 80 MEUR was reached. Examples are: the Antwerp Tower by Wilma Project Development, Parc Seny by immobel, Marcel Thiry 208 by Home Invest Belgium, the Pleiades by Senior Assist, and Marcel Thiry 83 by Immogra. Not forgetting Souverain 2 and La Hulpe 154, which were bought by Eaglestone.
Similarly, Cofinimmo started the renovation and conversion of 2 office buildings in Brussels to produce a total of 191 housing units.
The real estate market in Brussels showed signs of recovery in 2011. However, the main problem was without doubt the reduction in permits granted in 2011, which brought with it a reduction of 9 % in the number of new apartments available for sale.
The figure put on this was minus 11 % in Flanders, or 16,000 apartments instead of 17,950 (5-year average); in Brussels, there were 1.3 % fewer, or 2,108 apartments instead of 2,290 (5-year average); and in Wallonia, the figure was 6 % fewer or 5,200 apartments instead of 5,970 (5-year average).
Initially 2012 looked positive in terms of permits granted in Belgium.
January saw permits issued for 1,962 apartments, which was an increase of 26 % compared to January 2011 and 17 % compared to January 2010. In February permits were granted for 1,984 units, which was 7 % better than in February 2011. April 2012 was considered to be a record, with a doubling of the figures for 2011 and 3,493 permits delivered.
Based on the figures from FPS Economy, though the budget spent was bigger, fewer existing apartments were sold in Belgium in the first 6 months of 2012, the volume being 9 % lower than in the first semester of 2011.
The increase in the scale of sales prices was 5.5 % in the first 6 months of the year, compared to the same period in 2011.
The end of the year was less positive as far as permits granted, with 2,318 for apartments, or -11 % compared to the same month in 2011.
The price of apartments increased by 2.25 % and the total volume of sales increased by 3.2 % compared to the same period in 2011.
House prices went up 2.45 %, but the overall sales volume decreased by 3.7 % compared to the same period in 2011.
Villa prices decreased by 1.2 % and the total volume of sales recorded was -6 % compared to the same period in 2011.
In Flanders, prices varied between 1,750 EUR/m² (in Hasselt) and 2,450 EUR/m² (in Leuven); while in Wallonia, prices varied between 1,450 EUR/m² (in Charleroi) and 2,100 EUR/m² (in Namur).
Brussels continued to be the most expensive part of the country with an average price of 2,600 EUR/m².
The most expensive municipalities are Woluwe-Saint-Pierre, where the trend was 17 % higher than in 2011, Etterbeek with an increase of 8.8 %, Ixelles with an increase of 2.1 %, Uccle with 0.4 % and Brussels City with prices varying between 2,900 EUR/m² and 3,200 EUR/m².
The municipalities where the m² is cheapest are in the west of Brussels; there prices varied between 2,000 EUR/m² and 2,200 EUR/m².
The figures communicated by the Chamber of Notaries in early February 2013 on the number of transactions are very positive. They indicate an increase of 3.8 % in 2012, for both apartments and houses. That is as many transactions as in 2007.
House prices in Brussels have increased again to reach an average of 403,900 EUR, which is an increase of 10 %, whereas the national average increase is 5.8 %.
The cost is highest in Ixelles, at 545,000 EUR. In 2012 the average price for an apartment in Brussels was 185,000 EUR, an increase of 5.7 %.
There are no major trends discernible in the Belgian property market. Opinions among players in Belgium are highly contradictory, because the current economic situation is unclear and complicated.
Contrary to other European countries, Belgium is doing well, with a constant positive evolution.
According to Standard & Poor's, prices in the Belgian residential market will continue to rise in 2013 and 2014, but moderately.
In our 2011 annual report we predicted that the number of transactions of building land in 2011 would be lower than in 2010, which turned out to be correct. In the end, in 2011 the number of sales of building land came to 18,657, representing a surface area of 22,622,925 m² and a total value of 2,322 MEUR.
For the first 3 quarters of 2012, we counted 12,025 transactions, compared to 12,806 for the first 3 quarters of 2011 – representing a surface area of 14,297,338 m² and a total sales price of 1,519 MEUR, which is again a slight reduction in the number of transactions, with an increase in the average price of 3 %.
The average price, however, conceals major differences: in the Flemish Region the average price is 168 EUR/m², in the Brussels Region it is 695 EUR/m² and in the Walloon Region 52 EUR/m².
It is worth remembering that in 1989, there were 46,271 sales of building land, representing a surface area of 57,987,509 m² and a total sales price of 1,219 MEUR. These figures lead us to draw the following conclusions: in 22 years the average price of building land has multiplied by 5 (by 8 in the Flemish Region and by 4 in the Brussels and Walloon Regions), the number of transactions and the area built on have decreased by 60 %. By comparison, in the same period the average price of residential housing has multiplied by 4.
The increase in building land sales prices is due to various factors: the fact that the rise in the price of real estate is generally higher than the inflation rate, the relative dearth of available land for building, especially in the Flemish Region, and the constant increase in the cost of equipping building land with utilities. There are two reasons for the latter: tougher requirements on the part of the authorities concerning the level of completion of these utilities and a very marked increase in the cost of the utilities themselves (water, gas, electricity, street lighting, etc.).
The number of applications for building permits in 2012 will be similar to that of 2011 (23,513 permits granted), but it is nevertheless constantly decreasing. In 2006 permits were granted for 61,083 homes. This fell to 44,355 in 2011. Since 2004, the proportion of applications for apartments has been greater than for houses.
Population growth and the reduction in the size of households, due principally to the aging of the population, has increased the demand for new housing, consequently requiring the availability of well-situated land equipped with utilities and commercial, cultural and educational facilities.
A reduction in the size of households from 2.4 to 2.3 people, would bring with it the demand for an additional 200,000 homes.
12,025 transactions during the first 3 quarters of 2012
Densification and energy performance are the themes that condition and will continue to condition legislative developments in the years to come. The effect will be to reduce the size of both building plots and housing. Existing, older accommodation will be divided up as well, to suit household budgets, energy performance and the need for extra housing.
In all three Regions studies on important legislative modifications concerning urban planning are well underway and could be completed in 2013. These include the PRAS Démographique (Regional Demographic Zoning Plan) in the Brussels Region, the SDER (Regional Spatial Development Perspective) and the CWATUPE (Walloon Code for Town and Country Planning, Heritage and Energy) in the Walloon Region, and the BRV (Spatial Policy Plan Flanders) in the Flemish Region.
1. Information relating to the first 3 quarters of 2012
The office market in Luxembourg showed a decline compared to 2011 with a take-up of 145,000 m², which is 12 % less than the previous year. The banks and financial services have kept demand up and contributed to 37 % of transactions. Paradoxically, the restructuring of the banking sector has been advantageous for the real estate market, with several organisations - like the Société Générale regrouping their services, which had been spread over several buildings, into single new complexes that are more accessible and more efficient in terms of energy consumption.
"The investment volume recorded in Luxembourg in 2012 was higher than in 2011 and prime yields continued to fall, but they still remain attractive around 5.25 %."
Vincent Bechet Managing Director & Partner – Property Partners
The vacancy rate is one of the lowest in Europe; in December 2012 it was 6.2 %, as against an average in Europe of 9.6 %. This has remained unchanged since the end of 2011. At the end of 2012, vacancy in the CBD was at 4.6 %, while the rates in Kirchberg and the station district were 2.5 % and 3.4 % respectively. In the periphery and decentralised areas, the vacancy rate settled at 14.5 % and 10.8 % respectively.
Some 56,000 m² are expected to be completed in 2013, which is below the 5-year average of 121,000 m². An improvement is expected in 2014 with 132,000 m². We think, therefore, that the vacancy rate should fall again in the course of 2013, as long as demand continues at the present level.
Upmarket rents increased in early 2012, going from 38 EUR/m²/pa to 40 EUR/m²/pa in the CBD. We are of the opinion that this will remain unchanged in 2013.
The investment market made marked progress in 2012, with a volume of 552 MEUR, up 49 % on 2011. Of this 72 % were offices, while retail was responsible for 20 %. Liquidity was on the increase with more opportunities in the market, which is illustrated amongst other things by an average transaction size in the order of 31 MEUR as against 13 MEUR in 2011.
With 57 % of the total volume, Belgian investors were in the majority, followed by Luxembourgers (27 %) and Germans (absent in 2011) with 12 %. The main transactions were the acquisition by AG Real Estate of the future headquarters of PwC (30,000 m²) in the decentralised area, and the acquisition by Union Investment of the K-Point building, which is leased to several occupants and is situated on the Kirchberg plateau.
Yields on upmarket offices with standard leases were 5.75 %, unchanged compared to the previous year. For long-term leases and good quality property, yields may drop to 5 %.
Prices per m² for apartments are up: +5 % for existing apartments and +1.4 % for apartments under construction. A significant rise in the average surface area of properties sold is also evident. New apartments with an area of less than 80 m² have risen in price to an average of 4,771 EUR/m².
In Warsaw, the office real estate market was marked by a strong demand from occupiers throughout 2012, with the high level of gross take-up of 608,000 m2. This result is 6 % higher than the previous, recordbreaking volume in 2011. The figures have also improved in terms of net take-up (excluding renewals), with transactions of 440,000 m2 (up 9 % year-on-year) where nearly half of them accounted for pre-lets. At the end of 2012 around 8.8 % of the modern office stock remained vacant with total stock in Warsaw at 3.9 million m2.
Prime headline rents in Warsaw remained stable throughout 2012 and are in the range of 22-25 EUR/ m2/month.
In Poznan the office market comprises 288,000 m2. The vacancy rate has risen in 2012 and is currently at 10.3 %. Prime headline rents remained stable within a range of 14-16 EUR/m2/month. Take-up in Poznan in 2012 reached 20,500 m2.
The current situation on the Warsaw residential market is stable. The high factor of new apartments delivered to the market was balanced by high take-up. The percentage of unsold apartments has a slight upward trend. The average sale price in Warsaw has slightly decreased to around 1,900 EUR/m2 (incl. VAT).
Total assets transacted in 2012, amounted to 1.09 billion EUR in offices and around 1.07 billion EUR in retail. 2012 witnessed 11 deals in excess of 100 MEUR proving that there is still significant capital searching for placement in quality products in Poland. Prime office yields are stable at around 6.25 % to 6.50 %. The yield gap between prime and secondary products is from 100 to 250 bps (basis points) and is expected to remain at the same level or even widen further.
"Poland continues to be an attractive destination for both corporate and capital market investment. The Polish economy cemented its reputation as a stable and growing consumer market, and an expanding professional and manufacturing destination for goods and services to be provided to the CEE and wider European region. An example of this was gross take up in offi ce space which reached a record gross level of 978,000 m2 (fi gure for Warsaw and major offi ce markets in Poland) in 2012, an increase by 12 % from the previous year. The trend underlines the continuing attractiveness of Poland for good quality investment assets amongst a range of domestic and international investors."
John Duckworth Managing Director – Jones Lang LaSalle Poland/CEE
For 150 years immobel has taken a long-term view of its projects. Strategically located, at the heart of human activity, immobel's buildings are also a benchmark of sustainable construction. immobel has always endeavoured to anticipate the standards of the future, where environmental conservation is concerned. The projects developed by the Group integrate the most innovative technological developments, in terms of renewable energy and design and the occupants' wellbeing, too. immobel uses the breeam label as its reference, a label that certifies buildings' energy and environmental characteristics.
Interview with Paul Muyldermans, Head of Project Management, who is responsible for sustainable construction at immobel.
More than ever before, sustainable development is essential to all of our new development projects, because of legal obligations and also because of immobel's desire to comply with the wishes of purchasers that are increasingly aware of buildings' energy performance. Is immobel still ahead of the pack on these issues?
Paul Muyldermans – Very early on we integrated this particular reality into our considerations when designing ambitious development projects in the office and residential sectors. Brussels, where we have an important presence, is a city that is in the vanguard of new environmental standards. Our Group is completely committed to this policy and tries to anticipate it. We are not waiting for 2015, when all new buildings in Brussels will have to meet "passive" standards, to incorporate into our projects the whole package of industrial and organisational technologies required for sustainable building. This gives us a head start on other less avant-garde projects. It is a positive challenge that motivates the whole team.
P.M. – We have chosen the breeam label as our basic benchmark for office projects. There is a whole checklist of benchmarking systems that we can measure each of our projects against. They concern energy, use of materials, and the comfort and wellbeing of future occupants. The Flemish Community has its own label for the evaluation of office buildings, "Waardering van kantoorgebouwen". In the residential sector the main standard is the PEB1 assessment of energy performance, following the regional legislation.
All that has a price tag. Is it still reasonable? Is it advantageous for the purchaser in the final analysis?
P.M. – The cost of the investment is obviously higher, but in the long term the savings in energy are considerable.
In the long run both the purchaser and the community as a whole benefit. This approach is a commitment on immobel's part to its civic responsibility regarding environmental issues.
P.M. – Projects with the immobel signature on them, prove that the construction of new buildings that meet the latest standards, particularly as far as passive construction goes, is not incompatible with the notion of comfortable living standards for the occupants of these buildings. Quite the contrary. We are very careful to take that into account. In the office sector, for example, we do not reduce the size of the windows to meet the criteria, we improve their performance.
P.M. – Yes. Constructing a "low energy" building does not automatically mean a facade with roughcast on top of insulating materials. Depending on the project we also look for new, more sophisticated and less classic solutions - like marble, for example. For the Lindepark project, a residential complex in Tervuren, the facades are faced in natural stone. The aim is twofold: an aesthetic as well as an energy-conscious choice. These facades will perform excellently.
"I would like to congratulate IMMOBEL on the quality of the Black Pearl project, which was nominated as an 'Exemplary building' in 2012 for its energy and environmental performance. This is the way to build a Sustainable City together."
Evelyne Huytebroeck Minister of the Government of the Brussels-Capital Region, responsible for Environment, Energy and Urban Renewal
The new buildings you are constructing use increasingly sophisticated technology. When it comes to regulating these buildings' energy performance, is the end-customer equipped to take charge of the responsibility?
P.M. – breeam and other benchmarking systems have taken this problem into account. They attach particular importance to training the teams charged with the day-to-day management of the buildings. To limit any discomfort for the occupants to a minimum, immobel carries out checks during the first few seasons they are in service to make sure that the technical installations function well and are properly managed. It's called "seasonal commissioning".
P.M. – Apart from the important ongoing improvements in technologies and commonly used materials, geothermics is definitely the most promising development. The Black Pearl will be the first immobel building equipped with a geothermal system. This technology can only be used where one has access to the ground. It is impossible, or simply too expensive, in the case of simple renovations. The procedure has a great future in Brussels. Economically it is very interesting and it is not dependent on climatological conditions. Furthermore we anticipate an evolution towards greater use of electric cars. We have therefore made sure that more than half of the parking spaces have charging stations for electric vehicles. Installation of a geothermal system was not possible in the Belair building; there we have used cooling towers, with savings in consumption of around 50 % compared to more traditional technologies. PIR sensors and the use of natural luminosity mean that our projects continue to be at the cutting edge in terms of light production and regulation, too. The lighting adapts to requirements. The savings in electricity are significant.
P.M. – In our sector things evolve slowly … but surely. Apart from the demand for the construction of buildings that consume less and less energy, the trend continues to be for a densification of occupation. To meet the customers' needs, immobel's office buildings are, as a matter of priority, carefully designed for efficiency, flexibility and workstation capacity.
immobel is proud of its continuing success in developing projects with an optimal balance of comfort, flexibility and innovative technology. "Sustainable development" has been an important factor in this for many years. Besides the ethical aspects and consumer comfort, the importance of sustainable development in building evaluations is constantly increasing.
immobel has systematically adopted breeam Europe Commercial certification standards since 2009. Apart from being an objective means of assessing projects in terms of sustainability, the breeam certification process also serves as a guide for design teams to all the different aspects of sustainable development.
breeam Europe Commercial seeks to minimise the adverse effects of new buildings on the environment at both the global and local scales, whilst promoting healthy indoor conditions for the occupants.
The environmental impact of a new building on the environment is assessed at both the design and post-construction stages and compared with good practice by independent assessors. An overall rating of the building's performance is given using the terms "Pass" (score > 30), "Good" (score > 45), "Very Good" (score > 55), "Excellent" (score > 70) or "Outstanding" (score > 85). In addition there are minimum standards which must be met to achieve the various breeam ratings.
The Forum 1, Forum 2, Belair 1 (RAC1) and Belair 2 (RAC2) buildings have already been breeam certified and all received a "Very Good" rating. The Black Pearl building is expected to be rated "Excellent" (target score 78 %) and even the renovations of the historic Okraglak and Kwadraciak buildings in Poznan, in Poland, were given breeam "Pass" certificates.
78 %
"Excellent" is the expected rating for the Black Pearl project
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|---|---|---|---|---|---|
| They have the property and construction of the following of A case of contemporary 100 Facilitat Historic Andrews CONTRACTOR |
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Expected breeam rating: "Excellent" with a score of 78 %.
The Black Pearl building is located in the Leopold district, on the corner of the rue Montoyer and the rue du Commerce and therefore has excellent transport connections (bus, metro, train, "Villo") and access to various amenities. It consists of 8 floors, each of which can be divided in two, allowing for very considerable flexibility. A car park is being built in the basement, where over half the parking spaces will be fitted with charging stations for electric cars. There will be cycle racks there, too, and showers. A roof garden and terraces will add to the ecological nature of the development. Occupants will also have access to an interior garden.
The facades are triple-glazed. The south and east-facing facades are fitted with both fixed and mobile shades, as is the top floor of the west-facing facade. The building has an overall insulation rating of K22 (EPB regulations).
The electrical installation includes fluorescent tubes with high frequency control gear with daylight, presence/absence detectors and occupier controls. The HVAC installation consists of reversible geothermal heat pumps for heating and air-conditioning, supplemented by gas burners and water-cooled chillers for peak loads. Heating and cooling occurs via radiant ceiling panels. The ventilation consists of a high-performance energy exchanger with fluid recuperation and a Variable Air Volume (VAV) system for meeting rooms. As a result the building gets an energy score of E47 on the EPB scale, which meets the criteria for the breeam certificate "Outstanding".
Rain water is recuperated and used for toilets, watering and maintenance.
In addition to this, the building will also be equipped with a high-performance Building
belgium
40immobel • annual report 2012
41immobel • annual report 2012
immobel • Annual
Report 2012
| Residential | ||
|---|---|---|
| Bella Vita | > Waterloo | 6 |
| Charmeraie | > Brussels (Uccle) | 7 |
| Duinenzicht | > Bredene | 8 |
| Forum | > Brussels | 9 |
| Hôpital Français | > Brussels (Sint-Agatha-Berchem) | 10 |
| Jardin des Sittelles (phase 2) | > Brussels (Woluwe-Saint-Lambert) | 11 |
| Lindepark | > Tervuren | 12 |
| Parc Seny | > Brussels (Auderghem) | 13 |
| Père Eudore Devroye | > Brussels (Etterbeek) | 14 |
| Résidence Saint-Hubert | > Liège | 15 |
| Vallée du Maelbeek | > Brussels | 16 |
| Zur alten Brauerei | > Eupen | 17 |
| Landbanking1 | |
|---|---|
| Achêne | 18 |
| Ans | 19 |
| Avernas-le-Bauduin-Hannut | 20 |
| Berloz | 21 |
| Bolinne | 22 |
| Bolland | 23 |
| Braine-l'Alleud | 24 |
| Bredene | 25 |
| Burdinne | 26 |
| Chastre | 27 |
| Ciney | 28 |
| Clavier | 29 |
| Cortil-Noirmont | 30 |
| Dolembreux | 31 |
| Enghien | 32 |
| Erpent | 33 |
| Eupen | 34 |
| Fléron | 35 |
| Forchies-la-Marche | 36 |
| Gesves | 37 |
| Herstal | 38 |
| Hoeilaart | 39 |
| Kettenis | 40 |
| La Calamine | 41 |
| Limbourg | 42 |
| Lontzen | 43 |
| Montzen | 44 |
| Neupré | 45 |
| Oleye | 46 |
| Olne | 47 |
| Rhisnes | 48 |
| Raeren | 49 |
| Sart-Bernard | 50 |
| Soignies | 51 |
| Soumagne | 52 |
| Stavelot | 53 |
| Temploux | 54 |
| Tongeren | 55 |
| Uccle | 56 |
| Walhain | 57 |
| Wanfercée-Baulet | 58 |
| Waterloo | 59 |
the site of phase 2 of the Forum project, comprising 18,547 m² of offices and 6 large meeting rooms, was completed and handed over to the purchaser in december 2012.
The majority of this office project (64,308 m2 above ground) phase 1, which was developed in partnership (40 %), was leased for 18 years in 2011 to the "Régie des Bâtiments" for use by the Federal Police. In May 2012, an amendment was signed for the lease of the remainder of phase 1, the office project. The entire 64,308 m2 above ground of this 1st phase has therefore been leased. Total renovation of the project started in 2012.
A lease for 1,081 m2 is being negotiated with the emergency services, SIAMU.
Besides continuing work on this building, immobel and its partner also began the redevelopment/ reconstruction of phase 2, involving 9,500 m2 of offices and 7,500 m2 of residential surfaces.
"The Belair renovation project (formerly the Cité Administrative de l'Etat) is currently the largest renovation site in Belgium. That makes it a challenge but at the same time an important reference for our company in a sector where there is growing demand."
ir Johan Willemen Managing Director – Willemen
"We took part in the call for tenders for the ambitious Black Pearl building project and won it. We are delighted to be associated with the construction of the fi rst development of more than 10,000 m 2 in the European district, which aims to achieve the BREEAM certifi cate 'Excellent'."
Olivier Herpain Managing Director – Herpain Enteprise
immobel acquired this office project (for redevelopment), situated in Brussels at the corner of the rue Montoyer and the rue du Commerce, in 2010.
In 2011 immobel applied for and obtained the environmental and urban planning permits for a new 11,000 m² office building.
As soon as the last occupant left, in April 2012, immobel started demolition and reconstruction work on the project. In addition to breeam certification "Excellent", the Black Pearl project will also benefit from the "Passive building" label and, on 19 February 2013, it was named "Exemplary Building 2012" by the Brussels Capital Region.
Construction of the project should be finished in autumn 2014.
BLACK PEARL ∙ Brussels ∙ Art&Build
"The Forum complex, for the use of the Federal Parliament, is a nice example of a successful project. The genuine partnership between the developer, the authors of the project and the contractor means that not only have all the commitments been met, but the building has obtained a BREEAM certifi cate and also complies with the highest quality standards."
Maurice de Montjoye Managing Director – Les Entreprises Louis De Waele
As planned, phase 2 of the Château-Rempart project in Tournai (5,633 m2 of offices and meeting rooms leased to the "Régie des Bâtiments" for use by FPS Justice ) was completed in 2012, so the last stage of the sale could also be completed, a sale agreement having been signed in 2011 with a private investor and the Caisse d'Epargne Nord France Europe.
This huge project involving over 43,000 m² of offices, situated in the immediate vicinity of the Federal Parliament in the block formed by the rue du Parlement, rue de la Croix de Fer, rue de la Presse and rue de Louvain, comprises 3 phases:
5,633 m2 of offi ces and meeting rooms leased to the "régie des Bâtiments" in tournai
In November 2012, immobel acquired 50 % of the Gateway project, which includes the construction/reconstruction of an office building consisting of approximately 36,000 m2 above ground on the site of the old terminal at Zaventem airport. The project is planned to achieve highlevel breeam certification. Situated at the airport, the building will be particularly visible. Permit applications will be submitted soon in collaboration with The Brussels Airport Company.
The entire project has been preleased to Deloitte for a period of 18 years, subject to the necessary permits being granted.
The Gateway project is a nice example of sustainable conversion with respect for the original concept. In total it will offer enough office space for 2000 employees.
Its unique location is a considerable asset: situated at the heart of the airport, above a railway station that can accommodate both high-speed and regional trains, with one of the largest bus stations in the country and a constant supply of taxis. With over 610 flights, 140 trains and 1,000 buses daily, plus 19 million passengers annually, as well as 17,000 parking spaces on site, Brussels Airport is a workplace that benefits from some of the best transport connections in Belgium.
2,000 employees in Gateway Office space for
36,000 m2 above ground in Gateway
Patrick De Meirleir & Charles-Antoine Schobbens
Report 2012
"The development of this exemplary building shows immobel's desire to create state-ofthe-art buildings and to meet the energy challenges of the future".
The Black Pearl project is an office building comprising 11,000 m² above ground, situated in the heart of the Léopold district, at the corner of the rue Montoyer and the rue du Commerce. Besides excellent energy performance (K22–E47), allowing reduced consumption for both heating and air-conditioning requirements, the building will be passive. It will also receive the breeam label "Excellent".
The technical qualities of the project include the use of geothermics, rain water recuperation by green roofs, an impermeable high-performance exterior, triple glazing, PIR and sunshine sensors to reduce the use of artificial lighting, automatic external shutters and a battery of lifts with "destination" commands.
As a result of this immobel won the "Exemplary Buildings 2012" award for the project. The competition was organised by the Brussels Capital Region to encourage projects in Brussels that are ambitious and exemplary in terms of sustainable building or renovation. The projects submitted were assessed, in particular, for their energy performance and their environmental impact, as well as their architectural quality and urban integration.
The prize was awarded on 19 February 2013 by Evelyne Huytebroeck, Minister of the Environment, Energy and Urban Renewal in the Government of the Brussels-Capital Region.
In the basement there will be a car park, where more than half of the spaces will be fitted with charging stations for electric vehicles, as well as bicycle racks and showers.
The ambitious and unusual architecture of the corner, which cuts into the landscape, produces a curve running from top to bottom. Well-lit spaces will be created thanks to windows over the full floor height, bringing natural light into the offices. The typology of the building also means that the interior of the plot can be kept free for the creation of a garden area (it used to be completely built up on two levels). The garden will communicate with the street, thanks to the transparency of the ground floor.
2012 confirmed that the residential market is sound. Both the demographic evolution and increased demand from investors supported this positive trend.
Having obtained all the necessary permits, immobel (in a 50 % partnership) began a vast programme of infrastructural work. Commercialisation of the project was also launched, successfully, and by 31 December 2012, 34 % of the housing units planned had been reserved.
After infrastructural work had been carried out in 2011 and the urban planning permits had been obtained for the first phase in July 2012, immobel (in an 80 % partnership) started construction work on the first phase, which consists of 8 houses and a building with 14 apartments, in the 2nd quarter of 2012. Once completed, the whole project on this unique site adjoining a classified green zone, Natura 2000, will comprise 39 houses and 32 apartments spread over 2 buildings.
In September 2012, immobel (in a 50 % partnership) started construction work on a building consisting of 24 apartments, on a plot of land ideally situated 250 m from the sea. By the end of 2012, 50 % of the apartments had already been sold. The project, which also includes infrastructural work and subdivision into plots (all sold now), will be completed in 2015 with the development of a second building comprising 25 apartments.
Construction of 32 apartments continued in 2012. Of these, 5 have already been transferred to the City of Brussels as part of the urban planning costs associated with the Forum offices project sold to the Chamber of Representatives.
Regarding the 27 apartments and 3 retail businesses put up for sale: 24 units were sold in 2012.
These will be delivered in 2013.
The "Orchidées" building, consisting of 32 apartments, was completed and handed over in 2012. All the apartments have been sold.
"We are delighted to be able to apply our experience and knowhow to the Parc Seny project, which involves the conversion of former offi ces into residential accommodation that meets the highest environmental standards and levels of comfort."
Michel Verliefden Architect, Managing Director – A2RC Architects
The last phase of construction in this residential development was started in 2012. It comprises 17 apartments of which 14 were sold in 2012. The building will be handed over in 2013.
Overall this development consists of 68 one-family houses and 77 apartments.
In May 2012, immobel obtained the permits for phase 1, that is for 45 apartments out of a total of 60 planned units, including 6 apartments for social housing. Work started in February 2013. At 31 December 2012, 28 apartments had already been reserved.
Work on this residential project (a 50 % partnership) situated in Liège, in the rue Mont Saint-Martin, in the vicinity of the boulevard de la Sauvenière, was completed in August 2012.
Following 10 additional sales made in the course of the year, only one retail business remains to be sold.
Sales in this project (a 50 % partnership) in Brussels continued in 2012. At 31 December 2012, 61 out of 66 apartments and 5 out of 7 groundfloor retail properties had been sold.
Construction (a 34 % partnership) of a building situated right in the centre of the city, comprising 25 apartments and 2 office units, was started in September 2012. 60 % of the apartments have already been sold or reserved.
A new application for an urban planning permit, including subsidised housing, was submitted for the construction of 78 apartments.
In September 2012 immobel purchased the shares of SPI Parc Seny, which holds the Parc Seny building, situated in the verdant municipality of Auderghem, opposite the park of the same name.
This building, comprising over 13,000 m2, is currently used as offices and is leased, among others, to Sodexo.
immobel intends eventually to completely renovate and convert it into residential accommodation.
Parc Seny has the advantage of both a green environment and first-rate access and communication facilities, such as the metro and the ring, both of which are in the immediate vicinity. The final product that immobel wants to develop (high-quality housing with the latest environmental technologies) corresponds to an important structural demand and addresses major social issues facing the Brussels Capital Region.
The application for a permit for a first phase of 140 apartments was submitted in 2012. Other phases are under consideration.
Harry Chkolar & Griet Trekels
Situated in the centre of Waterloo, the Bella Vita project is the first intergenerational project of this size in Belgium. It consists of 269 residential units and a services area that includes a restaurant, swimming pool, crèche, local shop, polyclinic, retirement home, serviced accommodation and the Bella Vita Club, which will organise activities and facilitate everyday life at the demand of the occupants.
The project is being built on an historic site and will revalorize classified architecture while at the same time blending it with contemporary architecture. The whole project is being developed around a central park in a garden-city style. Particular attention is being paid to soft mobility.
District biomass heating, rainwater infiltration zones, thermal insulation of buildings and biodiversity zones are just some of the elements of the overall environment-friendly approach. Various housing units are adapted for use by the less able.
The aim of this project is to create a place where several generations can live together harmoniously in an area that boasts technical, aesthetic and environmental qualities, all in an exceptional setting.
" In 2012, over 30 % of the residential units in this project were reserved by potential buyers."
The Group controls 416 ha of land holdings. Of these, 319 ha are in urban development zones and 26 ha are in agricultural zones. Another 71 ha are being held on condition precedent that the necessary permits are obtained.
The Landbanking department owns or holds the rights to 416 ha of land, 71 ha of which on condition precedent that the necessary permits are obtained.
Applications for permits have either been submitted or are under consideration for over 140 ha (the immobel Group share is 128 ha).
Acquisitions were made involving 9 ha 59 a of land. Following the delivery of the subdivision permit, partnerships came into effect covering 6 ha 73 a. immobel also took a 60 % stake in a company with 40 ha of land in the Antwerp region and, finally, the acquisition of 9.99 ha was finalised on condition precedent that the necessary permits are obtained.
In association with partners, immobel Group's candidacy for a PPP (Public-Private Partnership) at Grez-Doiceau (Gastuche) (approximately 10 ha and 220 homes) has been accepted, as
has an application to build 42 apartments in Knokke.
Likewise, the Group's application again within a partnership - to participate in a competition to develop approximately 8 ha of land on the site of the Genappe sugar refinery, was also successful.
In 2012, new subdivision permits were granted for approximately 8 ha 26 a, and town planning permits for roads or buildings were granted in Bredene, Clavier, Etterbeek, Eupen, Olne, Soignies, Soumagne, Uccle, Vilvoorde and Woluwe-Saint-Lambert.
Roadworks were begun, continued or completed in landbanking projects in Achêne, Berloz, Chastre, Enghien, Eupen, Fleurus, Kettenis, Lontzen, Montzen, Olne, Soumagne, Sprimont, Wanfercée-Baulet and Waterloo.
Applications for permits have either been submitted or are under consideration for over
140 ha
During 2012 land sales constituted 155 transactions. They involved 93,000 m2 net (immobel Group share), in urban planning zones.
The landbanking projects that figured largest in sales were Bredene (24 lots), Chastre (7 lots), Eupen (12 lots), Herstal (13 lots), Sart-Bernard (7 lots), Soumagne (12 lots), Temploux (9 lots) and Woluwe-Saint-Lambert (19 lots).
93,000 m2 sold
In the course of several decades the Group has developed numerous projects in this neighbourhood.
Currently, in association with a builder specialized in single family houses, we are developing an estate of over 300 homes (Grote Polder) covering approximately 10 ha and another landbanking project, which was the subject of various operations in 2011-2012, notably: the transfer of a 5,000 m2 plot to the Social Services
(OCMW) in Bredene for the construction of a retirement home comprising 50 units by the firm NV Serviceflats, a residential plot sold in 2012 and, finally, a residential development of 49 apartments (a 50 % partnership), the first phase of which, comprising 24 apartments, was successfully begun in 2012.
Finally, in 2012, the Group sold a piece of land measuring 10,000 m2 to a developer. Situated in a residential expansion area the land was part of a development in which our Company had a minority holding.
Wauthier Dumont de Chassart, Marina Blijkers & Nicolas Mommens
57immobel • Annual Report 2012
11,700 m2 office space
10,900 m2 residential space
58immobel • Annual Report 2012
GREEN HILL ∙ Luxembourg City (Dommeldange) ∙ Christian Bauer & Associés
immobel • Annual Report 2012
grand duchy of luxembourg
The occupancy rate of the West-Side Village building went from 41 % to over 70 % in 2012, thanks to leases signed with Grant Thornton (940 m2), Initio (362 m2), Business Training (551 m2), Oracle (648 m2), Easi (325 m2), EMC (548 m2) and the extension of the lease with Fujitsu Technology Solutions (295 m2).
Development of this project (a 50 % partnership) continued in 2012. The project consists of 174 apartments, situated in Dommeldange, spread over 14 buildings. In particular, they offer first rate environmental performances: grade A/B energy performance (on a scale of A to I) thanks, among other things, to a district heating system fuelled by wood chips.
The first buildings, B4, B5 and B6, were handed over in 2012.
Sales have continued at a good rhythm, as 45 apartments were sold in 2012. By 31 December 2012, 118 of the 164 apartments being commercialised had already been sold.
174 apartments
spread over 14 buildings, in the project Green Hill
Pascale Devuyst, Jean-Louis Amandt & Patrick Morant
The Green Hill project (a 50 % partnership) is located in Dommeldange, in the northern part of the City of Luxembourg.
It comprises a group of 174 apartments spread over 14 buildings on the flank of a hill, offering occupants optimal exposure to the sun and an unrestricted view over the Alzette Valley.
The project is being developed in an ecodistrict with a biomass district heating system and the buildings show first-class energy performance (energy classes A and B on a scale of A to I).
Triple glazing, underfloor heating, dual flow ventilation with energy recovery, approaches and gardens that favour the development of biodiversity, high-quality finishings and sober, contemporary architecture designed by the renowned architect, Christian Bauer, make the Green Hill project a benchmark in Luxembourg.
Work started in March 2011 and late 2012, 3 buildings (comprising a total of 51 apartments) have been delivered to the purchasers. Six additional buildings are due to be delivered in 2013.
There has never been any doubt as to the success of Green Hill since commercialisation started. Indeed by the end of 2012, sales had been made on 118 of the 164 apartments on the market.
Due to the increased volume of projects in Poland, immobel poland has reinforced its team (around 15 people year-end) with professionals with competences in office and retail development.
During 2012 extensive design work was carried out on the Cedet project in the heart of Warsaw, for approximately 21,000 m2 of leasable office and retail space. In December 2012 the building design application was submitted to the Warsaw conservation office for approval. Construction of the project may start in 2013, subject to the necessary permits being obtained.
For the plot in Warsaw, on Al. Krakowska, immobel has applied for a zoning decision for a retail building with two levels of garages above ground, and a gross surface area of 4,500 m2. The zoning decision is expected by Q3 2013. Work con-
tinues to obtain the building permit, expected in H1 2014. The demolition works will be completed in Q2 2013.
In September 2012, the renovation of the Okraglak project was completed, with 7,600 m2 of leasable space in Okraglak and the adjacent Kwadraciak building, both of which are breeam certified. Okraglak has been awarded in the category "Best Modernisation of the Year", in the competition organised annually by the Central & Eastern European Construction & Investment Journal. By the end of 2012 almost 50 % of the project had been leased to reputable companies. To date the project has attracted, among others, Nordea Bank, Kredyt Bank, Open Finance, GWW (Grynhoff), Citytravel, Intermax, Tuxbel, Exorigo and Colliers and 66 % has now been leased.
In July 2012, immobel sold its stake in a plot from the Ruch portfolio, a 15,000 m2 office development plot in Cracow (Pokoju Av.).
In March 2012, immobel sold 80 % of its 50 % stake in the company holding a plot of land in Warsaw (Wronia/ Prosta St.), with potential for 65,000 m2 office development. The site had been acquired from Ruch in November 2011 in a 50 % partnership with Griffin Real Estate.
Beginning 2013, immobel sold the remainder of its 50 % stake in the company holding an office development site in Warsaw (Wronia/Prosta St.).
immobel also sold its stake in another plot from the Ruch portfolio in March 2012, which had been acquired in 2011 in a 50 % partnership: a residential development located at Duracza St. in Warsaw with potential for 5,200 m2 of sales area.
The design plans for this residential development with a surface area of almost 35,000 m2 have been completed and immobel has obtained an environmental decision for a residential development. Work continues to obtain the zoning permit and demolition works are in progress and will be completed in Q2 2013.
This site is suitable for a residential development with a surface area of approximately 16,000 m2. immobel has already obtained a zoning decision and a permit for the demolition of the existing buildings. Work is continuing on the building permit application, which will be filed in Q3 2013. Demolition works are in progress.
Design work continues on the Gdansk (Kopernika) plot with the potential for 4,000 m2 of residential space based on the provisions of the master plan and the conceptual drawings.
"Warsaw is currently undergoing the next growth phase. Old postindustrial districts with warehouses and low class offi ce buildings are becoming modern, high class areas. It is both an opportunity and a challenge for us, as architects, to create a quality business environment for future generations in partnership with IMMOBEL."
Andrzej Ryba & Tomasz Kazimierski Architects – Biuro Projektow Kazimierski i Ryba
immobel has finalized the redevelopment of its mixed office and commercial project situated in the centre of Poznan (approximately 7,600 m2 in Okraglak and Kwadraciak). The building, erected in the 1950s and designed by the architect Marek Leykam, has been a landmark building, an icon of modernism and symbol of Poznan ever since.
Financial and banking sector companies prevail amongst the Okraglak tenants, including Kredyt Bank, Nordea, Open Finance and a law firm.
immobel poland converted Okraglak into a state-of-the-art building, one of the most modern office buildings in Poznan, whilst preserving the original architecture of the building. Several environmental solutions have been introduced, thanks to which the project has joined the prestigious group of "Green Office Buildings" and has obtained a breeam certification.
immobel poland has been awarded in the category "Best Modernisation of the Year" for the Okraglak project in the competition organised annually by the Central & Eastern European Construction & Investment Journal (CEE CIJ), a leading magazine covering the project development sector in Central and Eastern Europe.
The CIJ Awards Poland Competition has been organized for 11 years. The jury, consisting of specialists in real estate and construction business, select the award winners in different categories.
(From left to right) Executive Committee of immobel poland: Barbara Sikora, Joanna Richter, Bartlomiej Hofman & Patrycja van Triet
71immobel • Annual Report 2012
| Country | Pro ject |
Location | Participation | (m2 Area abo ve ground ) |
immobel 's share (m2 ) |
Disposition date |
State of commercialisation and /or construction |
|---|---|---|---|---|---|---|---|
| Belgium | Belair (RAC 1) | Brussels | 40 % | 64 308 | 25 723 | December 2013 | Leased in its entirety; construction in progress |
| Belgium | Belair (RAC 2) | Brussels | 40 % | 9 500 | 3 800 | Q2 2014 | Redevelopment/ reconstruction started in 2012 |
| Belgium | Black Pearl | Brussels | 100 % | 11 013 | 11 013 | October 2014 | Demolition and reconstruction work started in April 2012; commercialisation in progress |
| Belgium | Brussels Tower | Brussels | 50 % | 59 327 | 29 664 | In progress | |
| Belgium | Château-Rempart (phase 2) |
Tournai | 100 % | 5 633 | 5 633 | Mid-2012 | Transferred |
| Belgium | Forum | Brussels | 100 % | 43 053 | 43 053 | - Phase 1: Q1 2010 - Phase 2: Q4 2012 - Phase 3: Q2 2011 |
Transferred |
| Belgium | Gateway | Zaventem | 50 % | 36 000 | 18 000 | 2016 | 18-year lease signed with Deloitte for entire project |
| Luxembourg | WestSide Village | Capellen | 100 % | 11 667 | 11 667 | Completed | Over 70 % leased, rest in progress |
| Poland | Cedet | Warsaw | 100 % | 21 000 | 21 000 | 2016 | In progress |
| Poland | Okraglak | Poznan | 100 % | 7 600 | 7 600 | Completed | 50 % leased, rest in progress |
| CountRy | PRojeCt | CountRy PaRtiCiPation | units | |
|---|---|---|---|---|
| Belgium | Belair | Brussels | 40% | 70 apartments under construction and commercialisation |
| Belgium | Bella Vita | Waterloo | 50 % | 269 residential units of which 34 % have been reserved |
| Belgium | Charmeraie (phase 1) | Brussels (Uccle) | 80 % | 8 houses, 14 apartments |
| Belgium | Duinenzicht | Bredene | 50 % | 24 apartments 50 % of which were sold in 2012 |
| Belgium | Forum | Brussels | 100 % | 32 apartments, 24 of which were sold in 2012 and 5 transferred to the City of Brussels |
| Belgium | Jardin des Sittelles (phase 2) |
Brussels (Woluwe-Saint Lambert) |
80 % | 28 apartments reserved out of a total of 45 |
| Belgium | Lindepark (phase 1) | Tervuren | 100 % | 28 apartments reserved out of a total of 45 |
| Belgium | Parc Seny | Brussels (Auderghem) |
100 % | Permit application to be submitted in 2013 |
| Belgium | Père Eudore Devroye | Brussels (Etterbeek) |
33 % | 12 apartments, 6 of which are the object of a signed pre-sale agreement |
| Belgium | Résidence Saint-Hubert (apartments) |
Liège | 50 % | All 25 apartments have been sold; one retail unit remains |
| Belgium | South City Hotel | Brussels (Saint Gilles) |
10 % | Hotel with 142 rooms |
| Belgium | Universalis Park | Brussels (Ixelles) | 50 % | Permit application submitted in 2012 for a first phase of 140 apartments |
| Belgium | Vallée du Maelbeek | Brussels | 50 % | 61 apartments out of 66 and 5 ground-floor businesses out of 7 have been sold |
| Belgium | Zur alten Brauerei | Eupen | 33 % | 25 apartments, 17 of which were sold in 2012 |
| Luxembourg | Green Hill | Luxembourg City (Dommeldange) |
50 % | 118 apartments sold out of a total of 164 being commercialised |
| Land stoCk (in m²)1 | 2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 |
|---|---|---|---|---|---|---|---|---|
| Under exploitation | 545 887 | 653 136 | 573 012 | 501 953 | 569 384 | 581 099 | 544 161 | 675 145 |
| In reserve | 2 557 573 | 2 294 693 | 2 267 505 | 2 392 694 | 2 436 762 | 2 315 857 | 2 511 758 | 2 509 943 |
| Total at 31 December | 3 103 460 | 2 947 829 | 2 840 517 | 2 894 647 | 3 006 146 | 2 896 9562 | 3 055 9193 | 3 188 3084 |
| Net surface area sold | 115 596 | 184 316 | 132 582 | 215 824 | 97 178 | 253 340 | 205 603 | 93 048 |
| Number of transactions | 222 | 232 | 141 | 150 | 159 | 174 | 168 | 155 |
immobel Group share
To be increased with 91ha acquired under conditions precedent
To be increased with 69 ha acquired under conditions precedent
To be increased with 71 ha acquired under conditions precedent
Ladies and Gentlemen,
We have great pleasure in presenting our report on the activities of the immobel Group during 2012.
Despite the ongoing difficult economic situation and the fact that the office market in Brussels is generally very unfavourable, immobel ended 2012 with an operating income of 19.4 MEUR, compared to 22.6 MEUR in 2011.This income generated a net consolidated profit of 11.7 MEUR, compared to 16.2 MEUR in 2011.
I. Business development (art. 96 § 1, 1° and 119, 1° Companies Code)
Sales for the year ended came to 126.77 MEUR compared to 76.10 MEUR in 2011.
Throughout 2012, immobel pursued its development plan in its various spheres of activity, Offices, Residential and Landbanking, in the three countries where it is now active, Belgium, the Grand Duchy of Luxembourg and Poland. It has therefore made several important acquisitions, sales and leases, in accordance with its objectives, as described below:
building (13,000 m2) in Brussels (Auderghem) in order to convert it into residential accommodation of the latest generation, integrating the most recent environmental technologies.
2012, which also made it possible to complete the last stage of the sale, the sale agreement having already been signed in 2011 with a private investor and the Caisse d'Epargne Nord France Europe.
Bella Vita – Waterloo: The required permits having been obtained, an extensive programme of infrastructural work was started.
Black Pearl Brussels: following receipt of the required permits in 2011 and the departure of the last occupant, immobel began demolition and reconstruction work on this 11,000 m2 office project in April 2012. Besides the breeam certificate "Excellent", the Black Pearl project will also benefit from the "Passive Building" label, and it was named "Exemplary Building 2012" by Brussels Capital Region on 19 February this year.
centre of the city and comprising 25 apartments and 2 offices, in September 2012. 60 % of the residential accommodation has already been sold or reserved.
Following the transfers and leases cited below, sales for the "offices" activity in Belgium reached 59.03 MEUR for the past fiscal year compared to 11.20 MEUR in 2011. The operating income came to 4.73 MEUR in 2012 compared to -1.19 MEUR in 2011.
As far as the "residential" activity is concerned sales for the activity reached 18.59 MEUR in Belgium for the past fiscal year as opposed to 35.17 MEUR in 2011.
The operating income generated was 0.39 MEUR in 2012 compared to 11.25 MEUR in 2011.
Sales for the "landbanking" activity in Belgium came to 11.42 MEUR for the past fiscal year compared to 25.70 MEUR in 2011.
The operating income generated was 2.66 MEUR as against 11.12 MEUR in 2011.
The first 3 buildings of the Green Hill project, B4, B5 and B6, were completed and handed over in 2012. Furthermore, sales continued at a brisk pace as 45 apartments were sold this year. By 31 December 2012, 118 apartments out of the 164 being marketed had already been sold.
The occupancy rate of the West-Side Village went from 41 % to over 70 % in 2012.
The operating income for the "offices" activity in the Grand Duchy of Luxembourg came to 0.84 MEUR for the past fiscal year (compared to 0.49 MEUR in 2011).
As far as "residential" is concerned, sales figures for the Grand Duchy of Luxembourg came to 16.22 MEUR for the past fiscal year (compared to 4.03 MEUR in 2011) and the operating income generated was 2.18 MEUR compared to 0.77 MEUR in 2011.
In March 2012 immobel sold 80 % of its 50 % participation in a company holding a plot of land in Warsaw where around 65,000 m2 of offices could be built (Wronia).
The Okraglak project in Poznan (7,600 m2) was completed and handed over in September 2012. Okraglak was rewarded in the category "Best Modernisation of the Year", in a competition organised each year by the Central & Eastern European Construction & Investment Journal (CEE CIJ).
The "offices" activity in Poland made sales of 19.09 MEUR during the past fiscal year (0 in 2011). The operational result amounted to 8.59 MEUR in 2012 compared to 0.15 MEUR in 2011.
The "residential" activity amounted to a turnover of 2.42 MEUR in Poland during the past fiscal year (0 in 2011).
Income statement
| (meuR) | 31-12-2012 | 31-12-2011 |
|---|---|---|
| Operating income | 19.39 | 22.59 |
| Financial result | -6.79 | -5.42 |
| Shares in the income of entities accounted for by the equity method |
0.02 | 0.30 |
| Result before tax | 12.62 | 17.47 |
| Taxes | -0.91 | -1.30 |
| Income from ongoing business | 11.71 | 16.17 |
| Income for the year | 11.71 | 16.17 |
| Group share of income | 11.72 | 16.18 |
| (meuR) | 31-12-2012 | 31-12-2011 |
|---|---|---|
| Inventories | 359.9 | 327.9 |
| Investments available for sale | 2.4 | 1.3 |
| Trade receivables & other assets | 28.4 | 30.6 |
| Cash | 26.9 | 47.0 |
| Total assets | 417.6 | 406.8 |
| Shareholder equity | 187.8 | 182.8 |
| Provisions | 2.4 | 4.8 |
| Long-term financial liabilities | 135.5 | 109.3 |
| Short-term financial liabilities | 51.8 | 74.3 |
| Trade payables and other liabilities | 40.1 | 35.6 |
| Total equity & liabilities | 417.6 | 406.8 |
Income statement
The operating profit amounts to 3.86 MEUR for the past financial year compared to 8.75 MEUR for the year closed at 31 December 2011.
The financial result amounts to 2.58 MEUR as opposed to 6.96 MEUR in 2011. This decrease is mainly due to the costs linked to the 40 MEUR bond issue at 7 % in December 2011 and February 2012.
The exceptional result, affected by adjustments in the value resulting from the merger by absorption of immobilën Vennootschap Van Vlaanderen NV, amounts to 5.15 MEUR.
immobel's financial year ended with a net profit of 11.59 MEUR, compared to a net profit of 18.92 MEUR at 31 December 2011.
The Balance sheet total amounts to 270.20 MEUR compared to 313.66 MEUR for the financial year closed at 31 December 2011.
On 31 December 2012 equity came to 189.47 MEUR. It was 183.65 MEUR in 2011.
The profit to be allocated, taking into account the amount carried forward from the previous year, amounts to 124.86 MEUR.
The Board of Directors proposes to the Ordinary General Meeting of 23 May 2013 to distribute a gross dividend in respect of the 2012 financial year of 1.40 EUR per share.
The profit will therefore be allocated as follows:
The dividend will be made available for payment on 31 May 2013 upon presentation of coupon n° 24.
The immobel Group faces the risks and uncertainties inherent to the property development sector as well as those associated with the economic situation and the financial world. Without the list being exhaustive, we would like to mention the following in particular:
Changes in general economic conditions in the markets in which immobel's properties are located can adversely affect the value of immobel's property development portfolio, as well as its development policy and, consequently, its growth prospects.
immobel is exposed to the national and international economic conditions and other events and occurrences that affect the markets in which immobel's property development portfolio is located: the office property market in Belgium (mainly in Brussels), Luxembourg and Poland; and the residential (apartments and plots) property market (Belgium, Luxembourg and Poland).
This diversification of both business and countries means it can target different clients, economic cycles and sales volumes.
Changes in the principal macroeconomic indicators, a general economic slowdown in Belgium or one or more of immobel's other markets, or on a global scale, could result in a fall in demand for office buildings or residential property or building plots, higher vacancy rates and higher risk of default of service providers, building contractors, tenants and other counterparties, any of which could materially adversely affect immobel's value of its property portfolio, and, consequently, its development prospects.
immobel has spread its portfolio of projects under development or earmarked for development so as to limit the impact of any deterioration in the real estate market by spreading the projects in terms of time and nature.
immobel may not be able to dispose of some or all of its real estate projects.
immobel's revenues are determined by disposals of real estate projects. Hence, the results of immobel can fluctuate significantly from year to year depending on the number of projects that can be put up for sale and can be sold in a given year.
Furthermore, it cannot be guaranteed that immobel will find a buyer for the transfer of its assets or that the transfer price of the assets will reach a given level. immobel's inability to conclude sales can give rise to significant fluctuations of the results.
The policy of diversification implemented by immobel for the last 5 years has allowed it to reduce its concentration on and therefore its exposure to offices in Brussels with an increased portfolio of residential and landbanking projects, which should give it a revenue base and regular cash flows.
When considering property development investments, immobel makes certain estimates as to economic, market and other conditions, including estimates relating to the value or potential value of a property and the potential return on investment. These estimates may prove to differ from reality, rendering immobel's strategy inappropriate with consequent negative effects for immobel's business, results of operations, financial condition and prospects.
immobel takes a prudent approach to the acquisition and development of new projects and applies precise selection criteria. Each investment follows a clear and strict approval process.
Since 2011 immobel acquired several offices/residential/commercial projects in Poland, which are either under development or will be developed, thereby confirming its strategy to further expand in Poland.
Although immobel has carried out development projects in Poland in the past, it has a more limited experience in managing projects outside of the Belux market and has a more restricted knowledge of the market and regulatory situation and requirements in this new market.
That is the reason why immobel does not launch itself on a new market until it can count on the expertise and network of a local partner on the spot, who can help it limit the risks linked to the new market.
Before acquiring a new project, immobel carries out feasibility studies with regard to urban planning, technology, the environment and finance, usually with the help of specialised consultants. Nevertheless these projects are always subject to a variety of risks, each of which could cause late delivery of a project and consequently increase the length of time before it can be sold, engender a budget overrun or cause the loss or decrease of expected income from a project or even, in some cases, its actual termination.
Risks involved in these activities include but are not limited to: (i) delays resulting from amongst other things adverse weather conditions, work disputes, construction process, insolvency of construction contractors, shortages of equipment or construction materials, accidents or unforeseen technical difficulties; (ii) difficulty in acquiring occupancy permits or other approvals required to complete the project; (iii) a refusal by the planning authorities in the countries in which immobel operates to approve development plans; (iv) demands of planning authorities to modify existing plans; (v) intervention by pressure groups during public consultation procedures or other circumstances; and (vi) upon completion of the development project, occupancy rates, actual income from sale of properties or fair value being lower than forecasted.
Taking into account these risks, immobel cannot be sure that all its development projects (i) can be completed in the expected timeframe, (ii) can be completed within the expected budgets or (iii) can even be completed at all. It is in the framework of controlling this risk and others that immobel has increased the diversification of its business/countries/clients, which allows it to reduce its concentration on any particular project or another.
Furthermore immobel has some projects where an asset under development is pre-leased or pre-sold to a third party and where immobel could incur substantial liabilities if and when such projects are not completed within the pre-agreed timeline.
immobel may be liable for environmental issues regarding its property development portfolio.
immobel's operations and property development portfolio are subject to various laws and regulations in the countries in which it operates concerning the protection of the environment, including but not limited to regulation of air, soil and water quality, controls of hazardous or toxic substances and guidelines regarding health and safety.
Such laws and regulations may also require immobel to obtain certain permits or licenses, which it may not be able to obtain in a timely manner or at all. immobel may be required to pay for clean-up costs (and in specific circumstances, for aftercare costs) for any contaminated property it currently owns or may have owned in the past.
As a property developer, immobel may also incur fines or other penalties for any lack of environmental compliance and may be liable for remedial costs. In addition, contaminated properties may experience decreases in value.
Loss of its managerial staff and other key personnel or the failure to attract and retain skilled personnel could hamper immobel's ability to successfully execute its business strategies.
immobel believes that its performance, success and ability to fulfil its strategic objectives depend on retaining its current executives and members of its managerial staff who are experienced in the markets and business in which immobel operates. immobel might find it difficult to recruit suitable employees, both for expanding its operations and for replacing employees who may resign, or recruiting such suitable employees may entail substantial costs both in terms of salaries and other incentive schemes.
The unexpected loss of the services of one or more of these key individuals and any negative market or industry perception arising from such loss could have a material adverse effect on immobel's business, results of operations, financial condition and prospects.
The conduct of its management teams, in Belgium, Luxembourg and in Poland, is therefore monitored regularly by the CEO and the Remuneration & Appointments Committee (hereafter "RAC"), one of the organs of the Board of Directors.
immobel is subject to the risk of litigation, including potential warranty claims relating to the lease, development or sale of real estate.
In the normal course of immobel's business, legal actions, claims against and by immobel and its subsidiaries and arbitration proceedings involving immobel and its subsidiaries may arise. immobel may be subject to other litigation initiated by sellers or purchasers of properties, tenants, contractors and subcontractors, current or former employees or other third parties.
In particular, immobel may be subject to warranty claims due to defects in quality or title relating to the leasing and sale of its properties. This liability may apply to defects in properties that were unknown to immobel but could have, or should have, been revealed.
immobel may also be subject to claims by purchasers of its properties as a result of representations and warranties about those properties given by immobel at the time of disposal.
immobel makes sure to control these risks with a systematic policy of taking out adequate insurance cover.
immobel is exposed to risk in terms of liquidity and financing which might result from a lack of funds in the event of non-renewal or cancellation of its existing financing contracts or its inability to attract new financing.
immobel does not initiate the devel opment of a project unless financing for it is assured by both internal and external sources for the estimated duration of its development.
immobel gets its financing from sev eral first-rate Belgian banking part ners with which it has maintained longstanding good relations and mutual trust. During 2012, immobel renewed or negotiated credit lines for 520 MEUR (100 % participation) either alone or with partners, and raised on 13 February 2012 10 MEUR (complementary with the bond issue in mid-December 2011 in the form of a private placement).
Given its current and future indebted ness, immobel is affected by a short or long-term change in interest rates, by the credit margins taken by the banks and by the other financing conditions.
With the exception of the bond issue at the end of 2011, which is at a fixed rate, immobel's financing is mainly provided on the basis of short-term interest rates (based on Euribor rates for 1 to 12 months). In the context of a global programme of risk manage ment coverage, immobel has set up a "hedging" policy aimed to provide adequate cover against the risk of interest rates on its debt with finan cial instruments.
Feasibility studies for each project are based on the predictions for long-term rates.
immobel is exposed to a currency exchange risk which could materi ally impact its results and financial position.
Following its entering in the Polish market, immobel is subject to cur rency exchange risks. There is the foreign currency transaction risk and the foreign currency translation risk.
immobel also makes sure whenever possible to carry out all of its opera tions outside the Eurozone in EUR, by having purchase, lease and sales contracts drawn up for the most part in EUR.
Any development project depends on obtaining urban planning, subdi vision, urban development, building and environmental permits. A delay in granting them or failure to grant them could impact on immobel's activities.
Furthermore, immobel has to respect various urban planning regulations. Local authorities or public adminis trations might embark on a revision and/or modification of these regula tions, which could have a material impact on immobel's activities.
immobel has contractual relations with multiple parties, such as part ners, investors, tenants, contractors, financial institutions, architects. The inability of such counterparty to live up to their contractual obligations could have an impact on immobel's operational and financial position. immobel pays great attention, through appropriate studies, to the choice of its counterparties.
immobel is active in Belgium, Luxem burg and Poland. Changes in direct or indirect fiscal legislation in any of these could impact immobel's financial position.
Since 1 January 2013, immobel has acquired, with two other partners, each for one third, the "société anonyme" under Luxembourg law PEF Kons Investment, owner of the "Galerie Kons", situated opposite the Luxembourg railway station, as well as 50 % of a company holding a project in the city centre of Warsaw.
To the Directors' knowledge there were no other important events after the closure of the financial year.
To the Directors' knowledge, there should not be any circumstances likely to have any significant influence on the development of the Group.
In as much as it is necessary the Board of Directors reiterates that, given the nature of its business, the Group did not engage in any research and development activities during the year which has just ended.
The Board of Directors confirms that immobel used financial instruments intended to cover any rise in interest rates. The market value of these financial instruments was -2.13 MEUR at 31 December 2012.
As proposed by the Board of Directors, the Shareholders appointed as Directors Mr Wilfried Verstraete (during the Extraordinary General Meeting on 29 August 2007) and ARSEMA sprl, represented by Mr Didier Bellens, (during the Ordinary General Meeting on 28 May 2009).
These Directors meet all of the criteria of independence in Articles 524 and 526ter of the Companies Code and sit on the Board of Directors and the Audit & Finance Committee of immobel as independent Directors. These Directors hold university degrees in Economics and Business Administration (MBA) and have held or continue to hold the roles of Chief Executive Officer in international groups.
Mr Maciej Drozd, the present CFO of Eastbridge Group, also has the necessary expertise in accounting and audit.
In as far as it is necessary, the Board of Directors reiterates:
Regarding the information to be inserted pursuant to art. 96 § 1, 7° of the Companies Code the Board of Directors report:
The Board points out that it applied the procedure foreseen in Article 524 of the Companies Code when it took the decision concerning the operations contemplated as part of the Belair project, which is held by the companies RAC1, RAC2, RAC3 and RAC4. In particular, these involved the company RAC4 making a contribution in kind of parking spaces which it owns to the companies RAC1 and RAC2, the re-invoicing by RAC3 of certain historical costs to RAC1 and RAC2, as well as the issue of guarantees by RAC1, RAC2 and RAC4.
The companies RAC1, RAC2, RAC3 and RAC4 are each directly linked to the immobel Group as the latter directly holds 40 % of the shares representing the capital of these companies.
On 4 July 2012, the Board of Independent Directors issued an advice (cf. Appendix 1) on the contribution in kind and the re-invoicing of historic costs mentioned above.
On the basis of this report by the Board of Independent Directors and the report by the registered auditor, Jean-François Cats, who assisted the Board of Independent Directors in assessing the possible financial consequences of the operations contemplated for both the said companies, RAC1, RAC2, RAC3 and RAC4, and for the immobel Group, the Board of Directors of 30 August 2012 decided to approve the operations contemplated.
The Auditor made an assessment (cf. Appendix 2) of the accuracy of the information in the advice given by the Board of Independent Directors dated 4 July 2012 and in the minutes of the Board of Directors on 30 August 2012.
IX. Corporate Governance statement (art. 96 § 2 Companies Code), including the Remuneration Report (art. 96 § 3 Companies Code) and the description of the internal control systems and risk management (art. 119, 7° Companies Code)
The Corporate Governance Statement is part of this Director's report. (cf. page 14 of the Annual Report).
Pursuant to article 34 of the Royal Decree of 14 November 2007 concerning the obligations of issuers of financial instruments admitted for trading on a regulated market, immobel states that:
Companies Code, has expired on 7 December 2012. It is intended to renew this authorisation on the occasion of a next Extraordinary General Meeting.
RAC. The same Board of Directors appointed Mr Dany Dwek as new Member of the Investment & Asset Management Committee, to replace Mr Laurent Wasteels.
• During the Board Meeting held on 18 October 2012, Mrs Sophie Lambrighs was asked to sit as a new Member of the Executive Committee as of beginning January 2013.
We therefore ask you to approve the terms of this report and grant discharge to the Members of the Board and the Auditor.
Agreed at the Meeting of the Board of Directors on 11 March 2013
Baron BUYSSE Chairman of the Board
Gaëtan Piret sprl Managing Director
advice to the board of directors of 30th august 2012 on the envisaged transactions to be operated by joint subsidiaries of immobel
Brussels, 4th of July 2012
In conformity with the procedure provided for in article 524 Belgian Companies Code, we have analysed the operations envisaged.
Even if it may not have been the intention of the legislator to include, for the purpose of the above-mentioned article, the subsidiaries ("filiales") of a listed company in the notion of affiliated companies ("sociétés liées"), we applied article 524 §5 to the contemplated operations between RAC1, RAC 2, RAC3 and RAC4 (the "RAC companies"), companies involved in the development of real estate projects undertaken on the site of the Cité Administrative de l'Etat (the "BelAir" project), ; the RAC companies being joint subsidiaries of immobel, a listed company.
In the context of the 224 MEUR senior financing to be extended to RAC 1 and RAC 2, following security interests will be created and transactions will be operated between RAC companies, such as, amongst others:
We have called on Jean-François Cats, registered auditor, Member of RSM INTERAUDIT, to help us assess the possible financial consequences of the operations envisaged, both for immobel and for the RAC companies (in particular for RAC 4, the contributing company, and for RAC 1 and RAC 2, the receiving companies, as well as with regard to the aforementioned re-invoicing by RAC 3 of certain historical costs). As explained below, there are no financial consequences for immobel as long as its holdings remain identical (40 %) in the companies concerned.
From a financial point of view, the value of the contributions to receiving companies, RAC 1 and RAC 2, as at 31st December 2011 are set out in the table below:
| RAC 1 (681 car parks in B) | 7,190,000 EUR |
|---|---|
| RAC 2 (301 car parks in B) | 5,110,000 EUR |
The contributions in kind will be remunerated in new category C shares (after amendment of the articles of association of RAC 1 and RAC 2) as follows:
| RAC 1 | by issuing of 8 new category C shares, in counterpart for the capital increase with an amount of EUR 135,352.69 as well as a share premium of EUR 7,054,647.30 |
|---|---|
| RAC 2 | by issuing of 71 new category C shares, in counterpart for the capital increase with an amount of EUR 181,361.41 as well as a share premium of EUR 4,928,638.59 |
For RAC 1 and RAC 2, 40% joint subsidiaries of immobel, the interest of the operation is the opportunity of being able to complete the financing of real estate projects undertaken on the site of the Cité Administrative de l'Etat (the "BelAir" project). The interest for RAC 4, also a 40 % joint subsidiary, is to be able to realize part of its property assets stock intended for sale in the form of share participation in RAC 1 and RAC 2.
As the operations concern joint subsidiaries of immobel, all sister-companies in which immobel holds 40 %, the financial consequences for the immobel Group are rather limited, see inexistent, for following reasons:
According the above-mentioned, the CID considers that the operations envisaged are not of a nature likely to cause obvious serious damage to the Company in the light of the policy pursued by the Company.
Laurent Wasteels Luc Luyten Arsema sprl Baron Buysse Independent Independent represented by Mr. Didier Bellens Chairman of the Board, Director Director Independent Director Independent Director
in accordance with article 524 of the Companies Code decision of the board of directors dated 30 august 2012
In 2012, the Company implemented the remuneration policy for the Directors described in Appendix 2 to the regulation of the Board of Directors, and in point I.2.8. of the Corporate Governance Charter available on the Company's website (www.immobel.be).
The General Meeting of Shareholders decides about the remuneration of its Directors upon proposal of the Board of Directors.
The Remuneration & Appointments Committee (hereafter "RAC") makes detailed proposals to the Board of Directors concerning the remuneration of non-executive Directors.
The level and structure of their remuneration are determined on the basis of their general and specific responsibilities and market practice (and more especially in other listed companies). This remuneration includes a basic remuneration for Membership of the Board and additional remuneration for participation in the meetings or for each Chairmanship or Vice-Chairmanship of a Committee or the Board. Non-executive Directors receive no performance-related remuneration, nor any benefits in kind, nor benefits linked to pension plans, nor an annual bonus, nor share options, nor participation in retirement plans. They are not entitled to any kind of compensation when their mandate comes to an end.
Remuneration of the non-executive Directors also takes into account the time they devote to their functions. Non-executive Directors may receive remuneration determined according to the legal provisions and to the policy on Directors' remuneration.
The Executive Directors' mandates may likewise be remunerated. In this case the remuneration is taken into account in the global framework of remuneration paid to executive Directors for the executive functions they hold within immobel in accordance with the remuneration policy for Directors and for the Management Committee.
No changes were made to the remuneration policy in 2012.
For 2012, the remuneration policy implemented by the Company with regard to the Members of the Management Committee was as described in point III.4 of the Corporate Governance Charter on the Company's Internet website (www.immobel.be).
The Board of Directors approves the appointment contracts of the Members of the Management Committee and decides on their remuneration based on the recommendations of the RAC, following a proposal by the Managing Director.
The level and structure of remuneration for the Members of the Management Committee at immobel are reviewed annually, and are such that they allow immobel to recruit, retain and motivate qualified and competent professionals taking into account the nature and the extent of their individual responsibilities on an ongoing basis. A procedure exists for the evaluation of their performances: the Managing Director establishes a proposal of the remuneration to the RAC, which evaluates in its turn the performances of the Management Committee. The final decision with regard to the variable remuneration to be paid out belongs to the Board of Directors.
The Board of Directors analyses the competitiveness of immobel's remuneration structure on the initiative of the RAC.
Remuneration of the Members of the Management Committee aims to:
No changes were made to the remuneration policy in 2012. Provided that the Board of Directors applies the new rules regarding the deferral of the variable remuneration as from financial year 2012.
Chairman of the Supervisory Board of immobel poland. Moreover, Baron Buysse assists also to all meetings of the several Committees of the Board of Directors, i.e. AFC, RAC and IAMC.
Furthermore, the Company ensures it takes the usual insurance policies to cover the activities that the members of the Board of Directors carry out within the scope of their mandates.
• The amount of remuneration and other benefits accorded, directly or indirectly, to non-executive Directors by immobel or by an associated company. The individual sums of remuneration given directly or indirectly to (non-executive) Directors in 2012 are shown in the table below. All of the amounts shown are gross, i.e. before the deduction of tax.
The remuneration of the Chairman and the Members of the Management Committee is determined globally at gross rates. Consequently it does not only include the gross pro-rated remuneration from immobel, but also that for any contractual office or representative function in the companies in which immobel has holdings, be they majority or otherwise.
Individual remuneration is fixed by the Board of Directors, on the recommendations of the RAC, following a pro-
| PResenCe at boaRd |
PResenCe at aFC |
PResenCe at RaC |
PResenCe at iamC |
RemuneRation | |
|---|---|---|---|---|---|
| Baron Buysse | 6/6 | 4/4 (invited) | 4/4 (invited) | 4/4 (invited) | 450 000 EUR1 |
| GAETAN PIRET sprl2 | 6/6 | 4/4 (invited) | 4/4 (invited) | 4/4 | Cfr. page 88 |
| ARSEMA sprl3 | 6/6 | 4/4 | 4/4 | - | 50 000 EUR |
| Maciej Drozd | 5/6 | 4/4 | - | - | 12 500 EUR |
| Maciej Dyjas | 5/6 | - | - | 4/4 | 12 500 EUR |
| Dany Dwek | 3/3 | 2/2 | 1/1 | 7 603 EUR | |
| Marc Grosman | 3/6 | - | - | 3/4 | 12 500 EUR |
| Luc Luyten | 4/4 | - | 2/2 | - | 16 575 EUR |
| Marek Modecki | 5/6 | - | 2/4 | - | 25 000 EUR |
| Wilfried Verstraete | 5/6 | 4/4 | - | 4/4 | 50 000 EUR |
| Laurent Wasteels | 6/6 | - | - | - | 25 000 EUR |
| Total gross remuneration | 661 678 EUR |
Including a participation for the leasing cost of a car
Represented by its permanent representative Mr Gaëtan PIRET
Represented by its permanent representative Mr Didier BELLENS
posal by the Managing Director. Variable remuneration is foreseen for the Members of the Management Committee: their remuneration is linked to the results of the Company, taking into account the performance evaluation criteria relating to targets, the evaluation period and the method of evaluation.
The variable remuneration is assigned, upon proposal of the RAC, after the Board of Directors establishing the Annual Accounts per 31 December of the past year.
Remuneration of the Managing Director and the other Members of the Management Committee related to financial year 2012
Remuneration of the Members of the Management Committee is divided into a fixed part and a variable part; the latter includes:
• a variable quantitative remuneration based on a series of criteria such as:
These three criteria intervene each for 1/3 in the determination of the quantitative variable remuneration and are linked to the realized performances of the Group.
In case the minimum targets were not reached, no variable remuneration will be attributed for the concerned criterion.
• a variable qualitative remuneration determined in function of the responsibilities, the mission and the targets achieved during the reviewed financial year, on an individual basis by each of the Members of the Management Committee.
In general, the Members of the Management Committee do benefit from a weighted remuneration, at 60 % for quantitative aspects, and at 40 % for qualitative aspects, compared to total variable remuneration.
Based on the performance of the Company during 2012 and on the realization of the individual targets of the Members of the Management Committee between 1 January and 31 December 2012, the variable part of the global remuneration paid for 2012, represented 30.10 % of its basic remuneration for the Managing Director and 32.91 % for the other Members.
As from 2012 (variable due in 2013) and pursuant to the Law, if the variable remunerations of a Member of the Management Committee do exceed 1/4 of their total remuneration, they are deferred; as such only half of the total variable remuneration is attributed in 2013 and the 3rd and 4th quarter of the variable for 2012 are attributed, insofar the targets linked to this variable remuneration were attained, respectively over a period of two years (2012-2013) and over a period of three years (2012-2013-2014). For this deferral, quantitative criterion that has been taken in account is the return on equity.
Remuneration and other benefits accorded, directly or indirectly, to the managing director and other members of the management Committee (cfr. members on page 18)
| manaGinG diReCtoR | otHeR membeRs |
|---|---|
| 498 279.20 EUR | 849 616.24 EUR |
| 150 000.00 EUR | 279 600.00 EUR |
| None | 53 414.54 EUR |
| 24 000.00 EUR | 23 097.50 EUR |
| None | None |
One Member of the Management Committee has an individual pension commitment type "defined contribution" paid by the Company which includes life insurance, death insurance, disability insurance and a waiver of premium.
Regarding professional expenses chargeable to the Company, the same rules apply to Members of the Management Committee, including the Chairman, as they apply to all the employees: professional expenses incurred must be justified post by post. The Company is not responsible for private expenses.
As specified above, the mandate as Member of the Management Committee does not entail entitlement to stock options.
As from year 2013 the quantitative variable remuneration will be exclusively based on the Return on Equity.
Under the leadership of its Chairman, the Board of Directors regularly examines and evaluates its own performance and that of its Committees, as well as the efficacy of immobel's governance structure, including the number, role and responsibilities of the various Committees set up by the Board of Directors.
A periodic evaluation of the contribution made by each Director is carried out with a view to fine-tuning the composition of the Board of Directors to take into account changing circumstances. Individual Directors' performance is evaluated as part of the re-election procedure.
Each year, at the proposal of the RAC the Board of Directors decides on the objectives of the Managing Director for the coming financial year and evaluates his performance for the period drawing to a close, in conformity with the procedure currently in place. This evaluation of the Managing Director's performance is also used to fix the variable part of his annual remuneration.
The remuneration of the individual Members of the Management Committee is fixed by the Board of Directors at the recommendation of the RAC, following proposals made by the Managing Director. Remuneration of the Members of the Management Committee is variable: their remuneration is linked to the Company's results, taking into account the performance evaluation criteria with respect to the objectives, the evaluation period and the evaluation method.
Remuneration of the Members of the Management Committee entails no entitlement to shares and/or share options.
The most important terms of their contractual relationship with immobel and/or a related company, including the terms concerning remuneration in case of early departure
The Members of the Management Committee fulfill their duties to the Company based on a service provision contract. These contracts are similar to those generally agreed to with Members of their Management Committee by other listed companies.
Any indemnity due to a Member of the Management Committee by the immobel Group in the event of the termination of his service provision contract, will vary in function of the terms and conditions of the contract concerned, as specified hereafter, increased, if appropriate, by part of the variable remuneration linked to immobel's results.
The table below shows the indemnities that would be owed by the Group in case of the termination of contracts with the following Members of the Management Committee:
| Gaëtan PIRET | 24 months |
|---|---|
| Christian KARKAN | 18 months |
| Philippe OPSOMER | 12 months |
| Philippe HELLEPUTTE | |
| - in case of termination between 01-01-2012 and 31-12-2013 |
24 months |
| - in case of termination after 01-01-2014 |
18 months |
As the variable remuneration will only be attributed after approval of the Annual Accounts by the Ordinary General Meeting, there exists no specific right to recover variable remuneration paid out based on erroneous financial information.
| NOTES | 31-12-2012 | 31-12-2011 | |
|---|---|---|---|
| OPERATING INCOME | 133 706 | 81 146 | |
| Turnover | 2 | 126 771 | 76 101 |
| Other operating income | 3 | 6 935 | 5 045 |
| OPERATING EXPENSES | -114 319 | -58 556 | |
| Cost of sales | 4 | -95 135 | -42 479 |
| Personnel expenses | 5 | -7 999 | -7 097 |
| Amortisation, depreciation and impairment of assets (including reversals) | 6 | -675 | 614 |
| Change in the fair value of investment property | 13 | 377 | 6 |
| Other operating expenses | 7 | -10 887 | -9 600 |
| OPERATING RESULT | 19 387 | 22 590 | |
| Interest income | 465 | 284 | |
| Interest expense | -6 529 | -5 221 | |
| Other financial income | 57 | 14 | |
| Other financial expenses | -784 | -501 | |
| FINANCIAL RESULT | 8 | -6 791 | -5 424 |
| Share in the result of investments in associates | 14 | 23 | 305 |
| RESULT FROM CONTINUING OPERATIONS BEFORE TAXES | 12 619 | 17 471 | |
| Income taxes | 9 | -910 | -1 297 |
| RESULT FROM CONTINUING OPERATIONS | 11 709 | 16 174 | |
| RESULT OF THE YEAR | 11 709 | 16 174 | |
| Share of non-controlling interests | -10 | -10 | |
| SHARE OF IMMOBEL | 11 719 | 16 184 | |
| RESULT OF THE YEAR | 11 709 | 16 174 | |
| Other comprehensive income - items subject to subsequent recycling | |||
| in the income statement | 827 | -418 | |
| Currency translation | 1 083 | -418 | |
| Currency translation - recycling in the income statement | -256 | 0 | |
| Other comprehensive income - items that are not subject to subsequent recycling in the income statement |
-304 | 59 | |
| Actuarial gains and losses (-) on defined-benefit plans | -304 | 59 | |
| Deferred taxes | - | - | |
| TOTAL OTHER COMPREHENSIVE INCOME | 523 | -359 | |
| COMPREHENSIVE INCOME OF THE YEAR | 12 232 | 15 815 | |
| Share of non-controlling interests | -10 | -10 | |
| SHARE OF IMMOBEL | 12 242 | 15 825 | |
| NET RESULT PER SHARE (EUR) (DILUTED AND BASIC) | 10 | 2.84 | 3.93 |
| COMPREHENSIVE INCOME PER SHARE (EUR) (DILUTED AND BASIC) | 2.97 | 3.84 |
| ASSETS | NOTES | 31-12-2012 | 31-12-2011 |
|---|---|---|---|
| NON-CURRENT ASSETS | 7 693 | 5 844 | |
| Intangible assets | 11 | 36 | 47 |
| Property, plant and equipment | 12 | 1 255 | 1 214 |
| Investment property | 13 | 2 663 | 2 286 |
| Investments in associates | 14 | 1 069 | 1 254 |
| Financial assets available for sale | 15 | 1 300 | 77 |
| Deferred tax assets | 16 | 1 117 | 717 |
| Other non-current assets | 253 | 249 | |
| CURRENT ASSETS | 409 874 | 400 954 | |
| Inventories | 17 | 359 924 | 327 863 |
| Trade receivables | 18 | 12 816 | 10 956 |
| Tax receivables | 9 | 376 | 5 |
| Other current assets | 19 | 9 840 | 15 166 |
| Cash and cash equivalents | 20 | 26 918 | 46 964 |
| TOTAL ASSETS | 417 567 | 406 798 | |
| EQUITY AND LIABILITIES | NOTES | 31-12-2012 | 31-12-2011 |
| TOTAL EQUITY | 21 | 187 811 | 182 792 |
| EQUITY SHARE OF IMMOBEL | 187 855 | 182 825 | |
| Share capital | 60 302 | 60 302 | |
| Retained earnings | 127 024 | 122 517 | |
| Reserves | 529 | 6 | |
| NON-CONTROLLING INTERESTS | -44 | -33 | |
| NON-CURRENT LIABILITIES | 136 144 | 112 644 | |
| Employee benefit obligations | 22 | 605 | 299 |
| Provisions | 23 | 11 | 2 997 |
| Financial debts | 20 | 135 528 | 109 348 |
| CURRENT LIABILITIES | 93 612 | 111 362 | |
| Provisions | 23 | 1 785 | 1 479 |
| Financial debts | 20 | 51 788 | 74 330 |
| Trade payables | 24 | 21 509 | 20 883 |
| Tax liabilities | 9 | 1 424 | 1 476 |
| Derivative financial instruments | 20 | 2 132 | 1 807 |
| Other current liabilities | 25 | 14 974 | 11 387 |
| TOTAL EQUITY AND LIABILITIES | 417 567 | 406 798 |
| NOTES | 31-12-2012 | 31-12-2011 | |
|---|---|---|---|
| Operating result | 19 387 | 22 590 | |
| Amortisation, depreciation and impairment of assets | 6 | 675 | -614 |
| Change in the fair value of investment property | 13 | -377 | -6 |
| Change in provisions | 7, 23 | -2 678 | -872 |
| Disposal of participating interests | - | 59 | |
| CASH FLOW FROM OPERATIONS BEFORE CHANGES IN WORKING CAPITAL |
17 007 | 21 157 | |
| Change in working capital | 26 | -21 725 | -89 935 |
| CASH FLOW FROM OPERATIONS BEFORE PAID INTERESTS AND PAID TAXES |
-4 718 | -68 778 | |
| Paid interests | 8 | -10 016 | -4 997 |
| Paid income taxes | 9 | -1 733 | -490 |
| CASH FROM OPERATING ACTIVITIES | -16 467 | -74 265 | |
| Disposal of associates | 14 | 220 | 241 |
| Repayment of capital and dividends collected from associates | - | 6 509 | |
| Acquisitions of intangible, tangible and other non-current assets | -286 | -144 | |
| CASH FROM INVESTING ACTIVITIES | -66 | 6 606 | |
| Increase in financial debts | 20 | 81 442 | 90 922 |
| Repayment of financial debts | 20 | -77 804 | -5 424 |
| Interest received | 8 | 465 | 284 |
| Other financing cash flows | 8 | -403 | -246 |
| Gross dividend paid | -7 213 | -5 152 | |
| CASH FROM FINANCING ACTIVITIES | -3 513 | 80 384 | |
| NET INCREASE OR DECREASE (-) IN CASH AND CASH EQUIVALENTS |
-20 046 | 12 725 | |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 46 964 | 34 239 | |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | 26 918 | 46 964 |
Acquisitions and sales of projects, either directly or indirectly through the acquisition or the sale of project company, are not considered as investing activities and are directly included in the cash flows from the operating activities.
| RETAINED | CURRENCY | RESERVE FOR DEFINED BENEFIT |
EQUITY TO BE ALLOCATED |
NON CONTROLLING |
|||
|---|---|---|---|---|---|---|---|
| CAPITAL | EARNINGS | TRANSLATION | PLANS | TO THE GROUP | INTERESTS TOTAL EQUITY | ||
| 2011 | |||||||
| BALANCE AS AT 01-01-2011 | 60 302 | 111 485 | 0 | 365 | 172 152 | -23 | 172 129 |
| Total comprehensive income for the year |
- | 16 184 | -418 | 59 | 15 825 | -10 | 15 815 |
| Dividends paid | - | -5 152 | - | - | -5 152 | - | -5 152 |
| CHANGES IN THE YEAR | - | 11 032 | -418 | 59 | 10 673 | -10 | 10 663 |
| BALANCE AS AT 31-12-2011 | 60 302 | 122 517 | -418 | 424 | 182 825 | -33 | 182 792 |
| 2012 | |||||||
| BALANCE AS AT 01-01-2012 | 60 302 | 122 517 | -418 | 424 | 182 825 | -33 | 182 792 |
| Total comprehensive income for the year |
- | 11 719 | 827 | -304 | 12 242 | -10 | 12 232 |
| Dividends paid | - | -7 213 | - | - | -7 213 | - | -7 213 |
| Other | - | 1 | - | - | 1 | -1 | - |
| CHANGES IN THE YEAR | - | 4 507 | 827 | -304 | 5 030 | -11 | 5 019 |
| BALANCE AS AT 31-12-2012 | 60 302 | 127 024 | 409 | 120 | 187 855 | -44 | 187 811 |
Following the merger on 23 May 2012 between immobel and Immobiliën Vennootschap van Vlaanderen, known for short as "investimmo", the registered capital is represented by 4,121,987 shares.
A dividend of 5,771 KEUR, corresponding to 1.40 EUR gross per share, was proposed by the Board of Directors of 11 March 2013 and will be submitted to the Shareholder's approval at General Assembly of Shareholders of 23 May 2013. The appropriation of the result has not been accounted for in the consolidated financial statements as per 31 December 2012.
immobel (hereafter named the "Company") is a limited company incorporated in Belgium. The address of its registered office is Rue de la Régence 58 at 1000 Brussels.
The consolidated financial statements have been prepared in accordance with IFRS (International Financial Reporting Standards) as adopted in the European Union. The Board of Directors settled the consolidated financial statements and approved their publication on 11 March 2013.
Standards and interpretations applicable for the annual period beginning on 1 January 2012
•Amendments to IFRS 7 Financial Instruments: Disclosures – Transfers of Financial Assets (applicable for annual periods beginning on or after 1 July 2011)
Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2012
•Improvements to IFRS (2009-2011) (normally applicable for annual periods beginning on or after 1 January 2013)
•Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards – Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (applicable for annual periods beginning on or after 1 January 2013)
Application of IFRS 11 will result in review of the classification of interests in joint ventures. Joint ventures, currently consolidated applying the proportionate consolidation method will be consolidated using the equity method, which result in a decrease of the amounts of inventories and liabilities in the balance sheet.
The consolidated financial statements are presented in thousands of EUR.
They are prepared on the historical cost basis, except for investment property, securities held for trading, available-forsale securities and derivative financial instruments which are measured at fair value.
The consolidated financial statements include the financial statements of the Company and its subsidiaries, as well as interests in joint ventures consolidated using the proportionate method and in associated companies accounted for using the equity method.
All intragroup balances, transactions, revenue and expenses are eliminated.
Subsidiaries are companies controlled by the Group. Control is defined as the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. Control is presumed to exist when the Group holds more than half of the voting rights, directly or indirectly.
The financial statements of subsidiaries are included in the consolidated financial statements from the date when control begins until the date when control ends.
A joint venture is a contractual agreement whereby the Group and one or several parties agree to undertake an economic activity under joint control. The joint venture agreement generally results in the creation of one or more distinct jointly controlled entities.
The Group consolidates its interests in joint ventures applying the proportionate consolidation method until the date when joint control ends.
Associates are entities over which the Group has significant influence through its participation in their financial and operating policy decisions. They are neither subsidiaries, nor joint ventures of the Group.
Significant influence is presumed if the Group, directly or indirectly, holds 20 % or more but less than 50 % of the voting rights through its subsidiaries.
Interests in associates are accounted for in the consolidated financial statements using the equity method, from the date when significant influence begins until the date when it ends. The book value of interests is decreased, if applicable, so as to record any impairment of individual interests.
The financial statements of subsidiaries, joint ventures and associates with reporting dates other than 31 December (reporting date of the Company) are adjusted so as to take into account the effect of significant transactions and events that occurred between the reporting date of the subsidiary, joint venture or associate and 31 December. The difference between 31 December and the reporting date of the subsidiary, joint venture or associate never exceeds 3 months.
Goodwill represents the excess of the price of the business combination over the Group's share in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquired entity at the date of acquisition. Goodwill is reported as an asset and is not amortised but annually subject to an impairment in value test at reporting date (or more frequently if there are indications of loss in value). Impairment losses are recognised immediately under income and are not reversed in subsequent periods.
Goodwill resulting from the acquisition of an associate is included in the book value of the associate. Goodwill resulting from the acquisition of subsidiaries and joint ventures is presented separately in the balance sheet.
On disposal of a subsidiary, a joint venture or an associate, the book value of the goodwill is included so as to determine the profit or loss on the disposal.
Negative goodwill represents the excess of the net fair value of the identifiable assets, liabilities and contingent liabilities of a subsidiary, a joint entity or an associate over the price of business combination at the date of acquisition. To the extent that a surplus subsists after review and re-evaluation of the values, the negative goodwill is immediately recognised in profit and loss.
The balance sheets of foreign companies are translated in EUR at the official year-end exchange rate and income statements are translated at the average exchange rate for the financial year.
Translation differences resulting therefrom are included under shareholders' equity under "translation differences". Upon disposal of an entity, translation differences are recognised in profit and loss.
Transactions are first recorded at the exchange rate prevailing on the transaction date. At each end of the financial year, monetary assets and liabilities are converted at the exchange rates on the balance sheet date. Gains or losses resulting from this conversion are recorded as financial result.
Intangible assets are recorded in the balance sheet if it is likely that the expected future economic benefits which may be allocated to assets will flow to the entity and if the cost of the assets can be measured reliably.
Intangible assets are measured at cost less accumulated amortisation and any impairment losses.
Intangible assets are amortised using the straight-line method on the basis of the best estimate of their useful lives. The amortisation period and method are reviewed at each reporting date.
Tangible assets are measured at cost less accumulated depreciation and any impairment losses. Fixed assets are depreciated prorata temporis on a straight-line basis over their useful lives. Useful lives have been determined as follows:
Land has an unlimited useful life and therefore it is not depreciated.
Subsequent expenses related to tangible assets are only capitalised if it is likely that future economic benefits associated with the item will flow to the entity and if the cost of the item can be measured reliably.
Buildings under construction for manufacturing, leasing or administrative purposes are recorded at cost less any impairment loss. Depreciation of these assets begins when the assets are ready to be used.
Investment property is measured in accordance with the fair value model of IAS 40 - Investment property. It represents real property (land and/or buildings under construction or available) held by the Group so as to earn rent and/or create value for property rather than use or sell it. Investment property (under construction) is initially measured at cost and subsequently carried at fair value. Any change in fair value is directly recognised in the income statement.
The Group distinguishes finance leases and operating leases by determining if objective criteria indicate that the major part of the value of the asset will be used by the group:
Assets held by the Group under finance lease are initially recognised at their fair value or at the present value of the minimum lease payments, whichever is lower. The corresponding obligation to the lessor regarding this asset is included in the balance sheet as a finance lease obligation.
Lease payments are apportioned between financial expenses and the decrease in lease obligation at a constant interest rate with respect to the remaining debt balance. Financial expenses are directly recognised in profit and loss. Assets held under finance leases are depreciated on a straight-line basis over their expected useful lives or the lease term, whichever is shorter.
Lease payments under an operating lease are recognised as expenses in the income statement on a straight-line basis over the lease term.
Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Short term trade receivables are measured at nominal value less appropriate allowances for estimated irrecoverable amounts. An assessment of the permanent character of doubtful trade receivables is carried out and any write-downs are recorded.
Cash includes cash on hand and demand deposits (deposits of less than 3 months). Cash equivalents are very short term, highly liquid investments that are subject to an insignificant risk of change in value.
Cash and cash equivalents are carried in the balance sheet at amortized cost.
Cash flows are inflows and outflows of cash and cash equivalents.
Operating activities are the principal revenue-producing activities of the entity and other activities that are not investing or financing activities. Acquisitions and sales of projects, either directly through the purchase of sale of assets, or indirectly through the acquisition or sale of project companies, are considered as operating activities and are presented as part of the cash flows from operating activities.
Investing activities are the acquisition and disposal of longterm assets and other investments not included in cash equivalents.
Financing activities are activities that result in changes in the size and composition of the contributed equity and borrowings of the entity.
The classification of cash outflows resulting from acquisition of project companies as operating cash flows resulted in an impact of 23.870 KEUR (see note 31).
Issue costs that may be directly allocated to an equity transaction are recorded as a deduction from equity. As a consequence, capital increases are recorded at the proceeds received, net of issue costs. Similarly, equity transactions on own participation are recognised directly under shareholders' equity.
Interest-bearing bank borrowings and overdrafts are recorded at the cash amount, less any transaction costs. After the initial recording they are measured at amortised cost. Any difference between the received consideration and the expected exit value is recognised under income over the term of the borrowing using the effective interest rate.
Short-term trade payables are recorded at their nominal value.
Derivative financial instruments are initially measured at cost and subsequently carried at their fair values. The method of recognising the unrealised result from derivatives depends on the nature of the hedged item. On the date a derivative contract is entered into, the instrument is designated either as a hedge of the fair value of recognised assets or liabilities (fair value hedge) or as a hedge of future cash flows (cash flow hedge). Changes in the fair value of derivative financial instruments designated as fair value hedge are recorded in profit and loss, in addition to the changes in the fair value of the hedged asset or liability. With respect to cash flow hedges, the changes in the fair value are recognised in the other elements of comprehensive income. The ineffective hedging portion is recorded directly in profit and loss. The changes in the fair value of derivative instruments that do not meet the hedge accounting requirements are recognised directly under income.
Contract proceeds and costs are recognised according to the stage of completion of the contract based on the cost method (the relation between the costs already accrued for work performed and the total estimated contract costs) excluding the costs that do not reflect the work performed (land costs, goodwill allocated to the land, installation costs, etc.).
Contract proceeds include the amounts agreed to in the initial contract and in its amendments, indemnities, and other bonuses and incentive payments, if it is likely that they will be acquired and if they can be reliably measured.
Contract costs include costs that relate directly to the specific contract, expenses that may be allocated to contract activity in general and that may be reasonably allocated to the contract, and other similar costs that may be specifically invoiced to the customer under the terms of the contract.
If it seems that total contract costs will exceed total contract proceeds, the expected loss is immediately recognised as an expense.
Interests during construction are capitalised, for the projects started after 1 January 2009.
Inventories are measured at cost or net realisable value, whichever is lower.
The acquisition cost of purchased goods includes acquisition cost and incidental expenses. For finished goods and work in progress, the costprice takes into account direct expenses and a portion of production overhead without including administrative and financial expenses. Interests during construction are capitalised, for the projects started after 1 January 2009.
When specific identification is not possible, cost is determined using the weighted average cost method. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated cost necessary to make the sale. The impairment in value or loss on inventories to bring them to their net realisable value is recognised as an expense in the year when the impairment in value or loss occurs.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, when it is likely that an outflow of resources will be necessary to settle the obligation and when a reliable estimate of the amount of the obligation can be made.
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation if necessary.
A provision for warranties is made when underlying products or services are sold. The measurement of the provision is based on historical data and by weighing all possible outcomes to which probabilities are associated (expected value method).
Contingent liabilities, which occurrence is not probably, are not recognized as a provision and are mentioned in the notes to the financial statements, provided that the risk is significant.
Contingent assets are not recognized in the financial statements.
The current post employment benefit plan of the Group is a defined benefit plan.
For such a plan, the cost of corresponding commitments is determined using the Projected Unit Credit Method, with present values being calculated at year end.
The amount recognised in the balance sheet represents the present value of commitments in terms of the defined benefit pension plans, less the fair value of plan assets and costs of rendered services not yet recognised. Any asset resulting from this calculation is limited to the present value of possible payments for the Group and the decreases in future contributions to the plan.
Actuarial gains and losses are directly recorded in the other elements of comprehensive income and are presented in the statement of comprehensive income.
Received government grants related to assets or investment subsidies are recognised in the balance sheet (presented under other long-term liabilities or other short-term liabilities) as deferred income. They are recognised as income in the same way as the asset margin to which they relate.
Group revenue comes mainly from Real Estate Development activities (including Project Management services) and also from lease agreements.
Revenue from Real Estate Development activities is measured at the fair value of the consideration received or receivable.
To the extent that the sale contract contains several distinct parts and whose delivery is separate, the different parts are recognised separately for the proceeds of the sale.
To the extent that the contract of sale of a property development (or part of this contract) qualifies as a construction contract, the proceeds of the sale is recognized at the advancement of the project, as detailed in paragraph 11.
To the extent that the sale contract of a property development (or part of this contract) does not qualifies as a construction contract, the proceeds of the sale is recognised at delivery, unless the contract states that there is continuing transfer of ownership in order to be possible to recognise the revenue of the sale over the period of the transfer of ownership, or at the advancement of the project.
With respect to operating leases, rent is recognised under income on a straight-line basis over the term of the lease, even if payments are not made on this basis. Lease incentives granted by the Group in negotiating or renewing an operating lease are recognised as a reduction of the lease income on a straight-line basis over the term of the lease. Rent income are presented as other operating income in the consolidated statement of comprehensive income.
The carrying amount of non-current assets (other than financial assets in the scope of IAS 39, deferred taxes and non-current assets held for sale) is reviewed at the end of each reporting period in order to determine if an indication exists that an asset has impaired. If such indication exists, the recoverable amount is then determined. Regarding intangible assets with indefinite useful lives and goodwill, the recoverable amount is estimated at the end of each reporting period. An impairment loss is recognized if the carrying amount of the asset or the cash-generating unit exceeds its recoverable amount. Impairment losses are presented in the income statement.
When the recoverable amount cannot be individually determined for an asset, including goodwill, it is measured at the level of the cash generating unit to which the asset belongs.
The revoverable amount of receivables and investments of the company held to maturity is the present value of the future cash flows, discounted at the original effective interest rate inherent to those assets.
The recoverable amount of other assets or cash-generating unit is its fair value less selling costs or its use value, whichever is higher. The latter is the present value of expected future cash flows from the asset or the respective cash generating unit.
In order to determine the value in use, the future cash flows are discounted using a pre-tax discount rate which reflects both the current market rate and the specific risks of the asset.
A reversal of impairment loss is recognised under income if the recoverable amount exceeds the net book value. However, the reversal may not lead to a higher book value than the value that would have been determined if no impairment loss had been initially recorded on this asset (cash-generating unit). No reversal of impairment loss is recognized on goodwill.
Borrowing costs include interests on bank overdrafts and short- and long-term borrowings, amortisation of share premiums or repayment of borrowings, amortisation of accrued incidental borrowing costs. The costs are capitalised into the cost of qualifying assets. The fair value adjustements of financial derivatives associated to financial debts related to specific projects are capitalised, even if the derivative is not accounted as hedging instrument.
Income tax for the year includes current and deferred tax. Current and deferred income taxes are recognised in profit and loss only if they relate to items recognised directly under shareholders' equity, in which case they are also recognised under shareholders' equity.
Current tax is the amount of income taxes payable (or recoverable) on the profit (or loss) in a financial year and the adjustments to tax charges of previous years.
Deferred tax is recognised using the liability method of tax allocation, based on timing differences between the book value of assets and liabilities in the consolidated accounts and their tax basis.
Deferred tax liabilities are recognised for all taxable timing differences.
Deferred tax assets are only recognised for deductible timing differences if it is likely that in the future they may be charged against taxable income. This criterion is re-evaluated at each reporting date.
A discontinued operation is a component of an entity that either has been disposed of or is classified as held for sale. Such component represents a separate major line of business or geographical area of operations that can be clearly distinguished, operationally and for financial reporting purposes. The net result of discontinued operations (including possible results on disposal and taxes) is presented separately from the continued operations in the income statement.
The deferred tax assets are only recorded as far that they may be in the future used against taxable income.
The tangible and intangible assets with a fixed useful live are straight line depreciated based on the estimation of the live time of these fixed assets.
The fair value of the investment properties is estimated by independent experts in accordance with the principles as described under note 13 of the financial statements.
As part of the tests of impairment losses, the recoverable value of an asset is estimated based on the present value of the expected cash flows generated by this asset.
For the provisions, the bookvalue fits with the best estimation of the expense necessary to pay off the present obligation (legal or implicit) at closing date.
The projects in inventory and construction contracts are subject to feasibility studies used for the release of margin and the computation of the rate of completion. At each closing date, the expenses to be incurred are estimated.
The accounts of the temporary joint venture are accounted for in the financial statements using the proportionate consolidation method, each heading of the balance sheet and of the income statement is included in proportion to the share held by the partner in the temporary joint venture.
A segment is a distinguishable component of the company, which generates revenues and costs.
The operating results are regularly reviewed by the Management Committee in order to monitor the performance of the various segments in terms of strategic goals , plans and budgets.
The company is composed of 3 segments: "offices", "residential development" and "land development".
The segment reporting is presented in respect of the operational segments. The results and asset and liability items of the segment include items that can be attributed to a sector, either directly, or allocated on an allocation formula.
The core business of the Company, real estate development, includes the activities of "offices", "residential development" and "land development".
There are no transaction between the different sectors. The Group's activity is carried out in Belgium, Grand Duchy of Luxembourg and Poland. The breakdown of sales by country, depending on the country where the activity is executed.
| TURNOVER | OPERATING RESULT | |||
|---|---|---|---|---|
| 31-12-2012 | 31-12-2011 | 31-12-2012 | 31-12-2011 | |
| OFFICES | ||||
| Belgium | 59 039 | 11 204 | 4 725 | -1 186 |
| Grand-Duchy of Luxemburg | - | - | 842 | 494 |
| Poland | 19 091 | - | 8 590 | 150 |
| SUBTOTAL OFFICES | 78 130 | 11 204 | 14 157 | -542 |
| RESIDENTIAL | ||||
| Belgium | 18 585 | 35 173 | 394 | 11 249 |
| Grand-Duchy of Luxemburg | 16 220 | 4 029 | 2 179 | 768 |
| Poland | 2 417 | - | - | - |
| SUBTOTAL RESIDENTIAL | 37 222 | 39 202 | 2 573 | 12 017 |
| LANDBANKING | ||||
| Belgium | 11 419 | 25 695 | 2 657 | 11 115 |
| SUBTOTAL LANDBANKING | 11 419 | 25 695 | 2 657 | 11 115 |
| TOTAL CONSOLIDATED | 126 771 | 76 101 | 19 387 | 22 590 |
| Belgium | 89 043 | 72 072 | 7 776 | 21 178 |
| Grand-Duchy of Luxemburg | 16 220 | 4 029 | 3 021 | 1 262 |
| Poland | 21 508 | - | 8 590 | 150 |
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Financial result | -6 791 | -5 424 |
| Share in the result of investments in associates | 23 | 305 |
| Income taxes | -910 | -1 297 |
| RESULT FROM CONTINUING OPERATIONS | 11 709 | 16 174 |
| NET RESULT | 11 709 | 16 174 |
| OFFICES | RESIDENTIAL DEVELOPMENT |
LAND DEVELOPMENT |
CONSOLIDATED | |
|---|---|---|---|---|
| 2012 | ||||
| Operating result | 14 157 | 2 573 | 2 657 | 19 387 |
| Amortisation, depreciation and impairment | 219 | 378 | 78 | 675 |
| Change in the fair value of investment property | -377 | - | - | -377 |
| Change in provisions | -2 620 | -33 | -25 | -2 678 |
| Change in working capital | 3 286 | -20 491 | -4 520 | -21 725 |
| OPERATING CASH FLOW BEFORE PAID INTERESTS AND PAID INCOME TAXES |
14 665 | -17 573 | -1 810 | -4 718 |
| CASH FROM INVESTING ACTIVITIES | 67 | -65 | -68 | -66 |
| 2011 | ||||
| Operating result | -542 | 12 017 | 11 115 | 22 590 |
| Amortisation, depreciation and impairment | -227 | -434 | 47 | -614 |
| Change in the fair value of investment property | -6 | - | - | -6 |
| Change in provisions | -886 | 34 | -20 | -872 |
| Disposal of participating interets | - | 59 | - | 59 |
| Change in working capital | -71 372 | -1 092 | -17 471 | -89 935 |
| OPERATING CASH FLOW BEFORE PAID INTERESTS AND PAID INCOME TAXES |
-73 033 | 10 584 | -6 329 | -68 778 |
| CASH FROM INVESTING ACTIVITIES | 6 428 | 241 | -63 | 6 606 |
| OFFICES | RESIDENTIAL DEVELOPMENT |
LAND DEVELOPMENT |
CONSOLIDATED | |
|---|---|---|---|---|
| 2012 | ||||
| Segment assets | 210 786 | 96 103 | 79 645 | 386 534 |
| Unallocated items1 | - | - | - | 31 033 |
| TOTAL ASSETS | 417 567 | |||
| Segment liabilities | 23 901 | 10 022 | 4 961 | 38 884 |
| Unallocated items1 | - | - | - | 190 872 |
| TOTAL LIABILITIES | 229 756 | |||
| 2011 | ||||
| Segment assets | 205 073 | 78 675 | 73 784 | 357 532 |
| Unallocated items1 | - | - | - | 49 266 |
| TOTAL ASSETS | 406 798 | |||
| Segment liabilities | 18 931 | 14 104 | 4 010 | 37 045 |
| Unallocated items1 | - | - | - | 186 961 |
| TOTAL LIABILITIES | 224 006 |
| BELGIUM | GRAND-DUCHY OF LUxEMBURG |
POLAND | TOTAL | |
|---|---|---|---|---|
| Segment assets 31-12-2012 | 279 053 | 47 920 | 59 561 | 386 534 |
| Segment assets 31-12-2011 | 240 123 | 54 499 | 62 910 | 357 532 |
| Non-current segment assets 31-12-2012 | 5 047 | 225 | 1 304 | 6 576 |
| Non-current segment assets 31-12-2011 | 4 900 | 225 | 2 | 5 127 |
The components of the turnover are as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Asset sales | 125 324 | 75 591 |
| Services fees | 1 447 | 510 |
| TOTAL TURNOVER | 126 771 | 76 101 |
Turnover is allocated as follows per segment:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Offices1 | 78 130 | 11 204 |
| Residential Development2 | 37 222 | 39 202 |
| Land Development3 | 11 419 | 25 695 |
| TOTAL TURNOVER | 126 771 | 76 101 |
The only clients representing more than 10% of the turnover are those resulting from the sale of the last phase of the Forum project in Brussels and the sale of the company Bitra Enterprise Sp.z.o.o.
These clients are part of the turnover "Offices".
Other operating income is allocated by segment as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Offices | 6 017 | 4 633 |
| Residential Development | 727 | 183 |
| Land Development | 191 | 229 |
| TOTAL OTHER OPERATING INCOME | 6 935 | 5 045 |
This heading includes rental income (3,990 KEUR compared to 3,122 KEUR in 2011) on properties available for sale or awaiting for development, recoveries of taxes and withholdings, reinvoicing of expenses and other miscellaneous reimbursements.
The "Offices" turnover is mainly influenced by the sale of the last phase of the Forum project in Brussels City, the phase two of the Château-Rempart project in Tournai and by the sale of 80% of the participating interests (50%) in the company Bitra Enterprise Sp. z o.o., which has a land of approximately 65,000 m², located in Warsaw, for office development.
The promotions Jardin des Sittelles in Brussels (Woluwe-Saint-Lambert), Vallée du Maelbeek and Forum in Brussels City, Résidence Saint-Hubert in Liège and Green Hill in the Grand-Duchy of Luxemburg contribute mainly to the "Residential Development" turnover.
Major recurrent sales (turnover more than 200 KEUR) of the year relate to the land development projects in Bredene, Bolline, Chastre, Cortil Noirmont, Enghien, Eupen, Limbourg, Sart-Bernard, Soumagne, Temploux, Waterloo and Woluwe-Saint-Lambert.
Cost of sales is allocated as follows per segment:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Offices | -58 768 | -6 936 |
| Residential Development | -30 512 | -24 158 |
| Land Development | -5 855 | -11 385 |
| TOTAL COST OF SALES | -95 135 | -42 479 |
and are related to the turnover and the projects mentionned in note 2.
This heading includes salaries and fees of personnel, members of the Executive Committee and non-executive Directors.
They break down as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Salaries and fees of personnel and members of the Executive Committee | -6 676 | -5 760 |
| Salaries of the non-executive Directors | -656 | -662 |
| Social security charges | -483 | -424 |
| Pension costs - defined benefits plan | -123 | -209 |
| Other | -61 | -42 |
| PERSONNEL EXPENSES | -7 999 | -7 097 |
The number of full time equivalents on 31 December, 2012 amounted 28 compared to 18 in 2011. The increase of the personnel expenses, also the number of personnel, is related to the Group's expansion in Poland.
Break down as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Amortisation of intangible and tangible assets | -251 | -174 |
| Impairment loss on participating interests available for sale | -77 | - |
| Write down on inventory | -506 | -471 |
| Reversal of write down on inventory | 158 | 928 |
| Write down on trade receivables | - | -5 |
| Reversal of write down on trade receivables | 1 | 336 |
| AMORTISATION, DEPRECIATION AND IMPAIRMENT OF ASSETS | -675 | 614 |
Break down as follows:
| Other expenses | -3 894 | -2 205 |
|---|---|---|
| Provisions | 2 638 | 879 |
| OTHER OPERATING EXPENSES | -10 887 | -9 600 |
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Rent and service charges, including mainly rent and service charges for the registered office |
-679 | -508 |
| Third party payment, including in particular the fees paid to third parties and related to the turnover |
-7 337 | -6 301 |
| Other services and other goods, including company supplies, advertising, maintenance and repair expenses, etc. |
-1 615 | -1 465 |
| TOTAL SERVICES AND OTHER GOODS | -9 631 | -8 274 |
| Operating lease obligations: | ||
| 31-12-2012 | 31-12-2011 | |
| Total amount of payments recognised under expenses for the year | -429 | -424 |
| Total minimum payments to be made: | ||
| - within one year | -416 | -389 |
|---|---|---|
| - after one year but within 5 years | -1 622 | -1 465 |
| - more than 5 years | -60 | -408 |
These amounts correspond mainly to the rent for the registered office and cars.
Amount of fees allocated during the year to SC s.f.d. SCRL Deloitte Reviseurs d'Entreprises:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Audit fees at consolidation level | -190 | -175 |
| Fees for extraordinary services and special missions accomplished within the Group1: |
-105 | -28 |
| - Other missions outside the audit mission | -105 | -28 |
In addition to taxes (property withholding taxes, regional and municipal taxes) not capitalised on assets included in inventory, the other expenses of -3,894 KEUR include an indemnity of -1,537 KEUR paid in connection with a litigation related to the "Offices" sector. This indemnity was provisioned in the past, see below - use of provisions.
Main components of variations in provisions:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Provisions related to the sales | 2 638 | 861 |
| Other provisions | - | 18 |
| TOTAL VARIATIONS IN PROVISIONS | 2 638 | 879 |
| Increase | -400 | -267 |
| Use | 1 538 | 1 046 |
| Reversal | 1 500 | 100 |
A provision of 400 KEUR has been recognised to cover the risk of a litigation relating to prior year. The use of provisions are related to the other expenses - see above. The reversal of provision is mainly linked to an old construction project. Following a favorable outcome for immobel, the provision of 1,500 KEUR has been reversed.
107immobel • annual Report 2012
The financial result breaks down as follows:
| 31-12-2012 | 31-12-2011 | ||
|---|---|---|---|
| Cost of gross financial debt at amortised costs | -9 473 | -6 210 | |
| Activated interests on projects in development | 2 944 | 989 | |
| Fair value changes on financial instruments | -464 | -241 | |
| Financial income from cash and cash equivalents | 465 | 284 | |
| Other financial charges | -320 | -260 | |
| Other financial income | 57 | 14 | |
| FINANCIAL RESULT | -6 791 | -5 424 | |
| Cost of gross financial debt at amortised costs | -9 473 |
| Interest paid in 2012 related to 2011 | -683 |
|---|---|
| Interest related to 2012 payable in 2013 | 140 |
| Paid interests (statement of cash flow) | -10 016 |
The increase in interest cost of financial debt is explained primarily by the financial charges linked to the bond issue of December 2011 for an amount of 40 MEUR at a rate of 7%.
The amounts relating to fair value changes are from financial instruments acquired for hedging purposes, but which were not designated as hedging for hedge accounting under IAS39. These instruments are detailed in note 20.
Income taxes are as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Current income taxes for the current year | -1 308 | -2 065 |
| Current income taxes for the previous financial years | -2 | 53 |
| Deferred taxes | 400 | 715 |
| TOTAL OF TAX EXPENSES RECOGNIzED IN THE STATEMENT OF COMPREHENSIVE INCOME |
-910 | -1 297 |
| Current income taxes | -1 310 | |
| Increase in taxes receivables | -371 | |
| - excess taxes paid | -353 | |
| - other miscellaneous | -18 | |
| Decrease in tax liabilities | -52 | |
| - estimate income taxes | 746 | |
| - income taxes paid on previous years | -798 | |
| Paid income taxes (statement of cash flow) | -1 733 |
The reconciliation of the actual tax charge with the theoretical tax charge is summarised as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Result before taxes | 12 619 | 17 471 |
| Share in the result of investments in associates | -23 | -305 |
| RESULT BEFORE TAXES AND SHARE IN THE RESULT OF INVESTMENTS IN ASSOCIATES |
12 596 | 17 166 |
| THEORETICAL INCOME TAXE CHARGE AT 33,99 % | -4 281 | -5 835 |
| Tax impact: | ||
| - non-taxable income | 2 774 | - |
| - non-deductible expenses | -239 | -181 |
| - use of taxes losses and notional interests deduction carried forward on which no DTA was recognised in previous years |
1 312 | 5 595 |
| - losses and notional interests deduction in 2012, on which no DTA is recognised | -507 | -1 366 |
| - recognition during the year of DTA on tax losses and notional interests deduction generated in prior years |
- | 445 |
| Adjustment to current income taxes for the previous financial years & Other | 31 | 45 |
| TAX CHARGE | -910 | -1 297 |
| EFFECTIVE TAX RATE OF THE EXERCISE | 7,2 % | 7,6 % |
Due to the absence of potential dilutive ordinary shares in circulation, the basic result per share is the same as the diluted result per share.
Basic earnings and diluted earnings per share are determined using the following information:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Average number of shares considered for basic earnings and diluted earnings | 4 121 987 | 4 121 934 |
| Net result from continuing operations | 11 709 | 16 174 |
| Group's share in the net result for the year | 11 719 | 16 184 |
| Net per share (in EUR): | ||
| - result of the continuing operations | 2,84 | 3,92 |
| - Group's share in the net result of the year | 2,84 | 3,93 |
Intangible assets evolve as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| ACQUISITION COST AT THE END OF THE PREVIOUS PERIOD | 184 | 144 |
| Acquisitions | 47 | 40 |
| Transfer to Property, plant and equipment | -36 | - |
| ACQUISITION COST AT THE END OF THE YEAR | 195 | 184 |
| AMORTISATION AND IMPAIRMENT AT THE END OF THE PREVIOUS PERIOD | -137 | -132 |
| Amortisation | -22 | -5 |
| AMORTISATION AND IMPAIRMENT AT THE END OF THE YEAR | -159 | -137 |
| NET CARRYING AMOUNT AS AT 31 DECEMBER | 36 | 47 |
Property, plant and equipment evolve as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| ACQUISITION COST AT THE END OF THE PREVIOUS PERIOD | 1 742 | 1 682 |
| Acquisitions | 234 | 104 |
| Transfer from intangible assets | 36 | - |
| Disposals and retirements | - | -44 |
| ACQUISITION COST AT THE END OF THE YEAR | 2 012 | 1 742 |
| DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE PREVIOUS PERIOD |
-528 | -404 |
| Depreciations | -229 | -168 |
| Disposals and retirements | - | 44 |
| DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE YEAR | -757 | -528 |
| NET CARRYING AMOUNT AS AT 31 DECEMBER | 1 255 | 1 214 |
Property, plant and equipment consist primarily of installation costs of the headquarters, amortized over the lease term, or 9 years.
Investment property is measured by independent experts in accordance with the fair value model of the IAS 40 standard. Investment property evolve as follows:
31-12-2012 31-12-2011 FAIR VALUE ON 1 JANUARY 2 286 2 280 Change in the fair value recognized in the statement of comprehensive income 377 6 FAIR VALUE ON 31 DECEMBER 2 663 2 286
This account contains a land under leasehold of an office building.
The fair value of this asset is estimated considering the transfer charges to be on charge of the purchaser.
Key assumptions used to determine fair value:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Rental price (EUR) per m² of offices | 175 | 185 |
| Discount rate | 7.40 % | 8.15 % |
Investments in associates refer to the "Offices Development" activity and are as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| VALUE AS AT 1 JANUARY | 1 254 | 7 445 |
| Share in result | 23 | 305 |
| Acquisitions and reclassifications | 12 | 13 |
| Disposals and retirements | -220 | - |
| Dividends paid by the associates | - | -4 634 |
| Repayment of capital by the associates | - | -1 875 |
| CHANGES FOR THE YEAR | -185 | -6 191 |
| VALUE AS AT 31 DECEMBER | 1 069 | 1 254 |
The condensed financial statements of these entities are as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Total assets | 10 990 | 11 474 |
| Total liabilities | 7 684 | 7 394 |
| Net assets | 3 306 | 4 080 |
| share in the net asset of the group immobel | 853 | 1 055 |
| Turnover | 596 | 6 534 |
| Net result of the year | 136 | 1 651 |
| Share of immobel in the net result of the year | 23 | 305 |
The associates are listed under note 31.
The investments available for sale moved as follows:
| VALUE AS AT 31 DECEMBER | 1 300 | 77 |
|---|---|---|
| CHANGES FOR THE YEAR | 1 223 | 0 |
| Impairment loss | -77 | - |
| Acquisition | 1 300 | - |
| VALUE AS AT 1 JANUARY | 77 | 77 |
| 31-12-2012 | 31-12-2011 |
The book value as at 31 December 2012 of the participating interests available for sale is considered to be representative of their fair value.
Deferred tax assets or liabilities are recorded in the balance sheet on deductible or taxable temporary differences, tax losses and tax credits carried forward. Changes in the deferred taxes in the balance sheet having occurred over the financial year are recorded in the statement of comprehensive income unless they refer to items directly recognised under the equity.
Deferred taxes on the balance sheet refer to the following temporary differences:
| IMPôTS DIFFéRéS ACTIFS | ||
|---|---|---|
| 31-12-2012 | 31-12-2011 | |
| Tax losses | 1 012 | 717 |
| Fair value on financial instruments | 105 | - |
| TOTAL | 1 117 | 717 |
| ON 1 JANUARY | 717 |
|---|---|
| Deferred tax recognised in the statement of comprehensive income | 400 |
| ON 31 DECEMBER | 1 117 |
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| TEMPORARY DIFFERENCES OR TAX LOSSES FOR WHICH NO DEFERRED TAX ASSETS ARE RECOGNISED IN THE BALANCE SHEET, FROM WHICH: |
56 203 | 33 327 |
|---|---|---|
| Expiring at the end of 2013 | 164 | 92 |
| Expiring at the end of 2014 | 631 | 176 |
| Expiring at the end of 2015 | 1 672 | 850 |
| Expiring at the end of 2016 | 2 610 | 1 019 |
| Expiring at the end of 2017 | 1 514 | 732 |
| Expiring at the end of 2018 | 1 036 | 1 210 |
| Expiring at the end of 2019 | 2 418 | - |
| Not time-limited | 46 158 | 29 248 |
Inventories consist of buildings and land acquired for development and resale. Allocation of inventories by segment is as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Offices | 199 296 | 190 381 |
| Residential Development | 88 881 | 71 500 |
| Land Development | 71 747 | 65 982 |
| TOTAL INVENTORIES | 359 924 | 327 863 |
Allocation of inventories by geographical area is as follows:
| TOTAL INVENTORIES | 359 924 | 327 863 |
|---|---|---|
| Poland | 58 843 | 60 856 |
| Grand-Duchy of Luxemburg | 43 441 | 49 866 |
| Belgium | 257 640 | 217 141 |
| 31-12-2012 | 31-12-2011 |
The book value of inventories is as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| INVENTORY AS AT 1 JANUARY | 327 863 | 240 769 |
| Purchases for the year | 126 183 | 127 668 |
| Disposals of the year | -96 718 | -41 757 |
| Borrowing costs | 2 944 | 989 |
| Reclassifications | - | -263 |
| Write-offs recorded | -506 | -471 |
| Write-offs reversed | 158 | 928 |
| MOVEMENTS DURING THE YEAR | 32 061 | 87 094 |
| INVENTORY AS AT 31 DECEMBER | 359 924 | 327 863 |
| Book value of inventories which are pledged for bank loan securities | 335 913 | 274 022 |
Break down of the movements of the year per segment:
| TOTAL | 126 183 | -96 718 | 2 944 | - | -348 | 32 061 |
|---|---|---|---|---|---|---|
| Land Development | 12 899 | -5 736 | - | -1 398 | - | 5 765 |
| Residential Development |
43 278 | -32 361 | 152 | 6 630 | -318 | 17 381 |
| Offices | 70 006 | -58 621 | 2 792 | -5 232 | -30 | 8 915 |
| PURCHASES | DISPOSALS | BORROwING COSTS | TRANSFERS | NET wRITE-OFFS |
NET |
The purchases of the "Offices" segment mainly concern the projects Belair, Black Pearl, Forum, Château-Rempart and Okraglak (Poland); the disposals include the last phase of the Forum project, the phase two of the Château-Rempart project and the sale of the Bitra project (Poland).
The purchases and the sales of the "Residential" segment mainly relate to the projects Bella Vita, Charmeraie, Vallée du Maelbeek, Forum, Green Hill and Saint-Hubert. Purchases also include the acquisition of the company owner of the building Parc Seny in Auderghem (see note 31).
Break down of the movements of the year per geographical area:
| TOTAL | 126 183 | -96 718 | 2 944 | - | -348 | 32 061 |
|---|---|---|---|---|---|---|
| Poland | 9 403 | -11 355 | 263 | - | -324 | -2 013 |
| Grand-Duchy of Luxemburg |
7 719 | -14 144 | - | - | - | -6 425 |
| Belgium | 109 061 | -71 219 | 2 681 | - | -24 | 40 499 |
| PURCHASES | DISPOSALS | BORROwING COSTS | TRANSFERS | NET wRITE-OFFS |
NET |
With the exception of the risks and uncertainties inherent in the activities carried out by the Group (in particular a significant increase in interest rates and credit margins, a downturn in the real estate market, changes in global economic trends, loss of interest by investors in the real estate market, a tightening of credit conditions by the banks,…) and in view of the building permits already obtained, the Board of Directors is confident that it will obtain the necessary permits to develop the Group's existing projects and is not aware, on the basis of the information currently available, of any major risks or uncertainties that could significantly damage the Group's future results.
The main risks and uncertainties are described in the Director's report.
Trade receivables refer to the following segments:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Offices | 3 422 | 2 174 |
| Residential Development | 3 470 | 2 893 |
| Land Development | 5 924 | 5 889 |
| TOTAL | 12 816 | 10 956 |
The analysis of the delay of payment at the end of 2012 arises as follows:
| 31-12-2012 | |
|---|---|
| due < 3 months | 4 112 |
| due > 3 months < 6 months | 216 |
| due > 6 months < 12 months | 367 |
| due > 1 year | 111 |
The credit risk is related to the possible failure of the customers in respecting their commitments towards the Group. Due to the nature of the customers, being mainly known investors, public clients or equivalent, the Group does not use instruments to cover the customer credit risk.
The customers are closely followed up and adequate impairments are recorded as to cover the amounts that are considered being not recoverable.
At 31 December 2012 there was no concentration of credit risk with a sole third party. The maximum risk amounts to the book value of the receivables.
The recorded impairments of trade receivables is as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| BALANCE AT 1 JANUARY | 222 | 553 |
| Additions | - | 5 |
| Reversals | -1 | -336 |
| MOVEMENTS OF THE YEAR | -1 | -331 |
| BALANCE AT 31 DECEMBER | 221 | 222 |
The components of this account are:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Other receivables | 7 072 | 10 634 |
| of which: advances to joint ventures, associates and on projects in participation | 2 193 | 4 205 |
| taxes (other than income taxes) and VAT receivable | 2 118 | 3 518 |
| grants and allowances receivable | 1 238 | 1 358 |
| other | 1 523 | 1 553 |
| Deferred charges and accrued income | 2 768 | 4 532 |
| of which: on projects in developement | 1 873 | 3 833 |
| other | 895 | 699 |
| TOTAL OTHER CURRENT ASSETS | 9 840 | 15 166 |
and are related to the following segments:
| 31-12-2012 | 31-12-2011 |
|---|---|
| 4 849 | 9 675 |
| 3 499 | 4 074 |
| 1 492 | 1 417 |
| 9 840 | 15 166 |
The Group's net financial debt is the balance between the cash & cash equivalents and the financial debts (current and non current). It amounts to -160,398 KEUR as at 31 December 2012 compared to -136,714 KEUR as at 31 December 2011.
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Cash and cash equivalents (+) | 26 918 | 46 964 |
| Non current financial debts (-) | 135 528 | 109 348 |
| Current financial debts (-) | 51 788 | 74 330 |
| NET FINANCIAL DEBT | -160 398 | -136 714 |
The Group's gearing ratio (net financial debt / equity) is 85 % as at 31 December 2012 compared to 75% at the end of 2011.
Cash deposits and cash at bank and in hand amount to 26,918 KEUR compared to 46,964 KEUR at the end of 2011, representing a decrease of 20,046 KEUR.
The available cash moved as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Term deposits with duration of maximum 3 months | - | 2 191 |
| Cash at bank and in hand | 26 918 | 44 773 |
| AVAILABLE CASH AND CASH EQUIVALENTS | 26 918 | 46 964 |
The explanation of the change in available cash is given in the consolidated cash flow statement. Cash and cash equivalents are fully available, either for distribution to the shareholders or to finance projects owned by different companies.
Financial debts increase with 3,638 KEUR, from 183,678 KEUR at 31 December 2011 to 187,316 KEUR at 31 December 2012. The components of financial debts are as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Bond issue maturity 21-12-2016 at 7 % - nominal amount 40 MEUR 31-12-2012 / 30 MEUR 31-12-2011 |
39 363 | 29 403 |
| Credit institutions | 96 165 | 79 945 |
| NON CURRENT FINANCIAL DEBTS | 135 528 | 109 348 |
| Credit institutions | 51 788 | 74 330 |
| CURRENT FINANCIAL DEBTS | 51 788 | 74 330 |
| TOTAL FINANCIAL DEBTS | 187 316 | 183 678 |
| Amount of debts guaranteed by securities | 147 953 | 154 275 |
| Book value of Group's assets pledged for debt securities | 338 576 | 276 808 |
Financial debts evolve as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| FINANCIAL DEBTS AS AT 1 JANUARY | 183 678 | 88 180 |
| Contracted debts | 81 442 | 100 922 |
| Repaid debts | -77 804 | -5 424 |
| FINANCIAL DEBTS AS AT 31 DECEMBER | 187 316 | 183 678 |
All the financial debts are denominated in EUR.
immobel has completed on February 2012 an additional bookbuilding of 10 MEUR to the private placement of bonds of 15 December 2011, at the same conditions as the first placement of 30 MEUR, maturity December 2016 and bearing a coupon of 7% payable annually in arrears.
In March 2012, a bank syndicate has granted a specific funding of 224 MEUR (100%) in the framework of the Belair project, co-developed by immobel for 40 %; this credit is due in March 2014.
Except the bond, the financing of the Group and the financing of the Group's projects are provided based on a short-term rate, the 1 to 12 month euribor, increased by commercial margin.
immobel disposes at December 31, 2012 of 60 MEUR credit facility (corporate credit signed in May 2011), of which 10 MEUR used at end of December 2012, due in June 2014. Moreover, immobel disposes at December 31, 2012 of confirmed bank credit lines for 221 MEUR of which 138 MEUR used at end of December 2012. These credit lines (project financing credits) are specific for certain projects in development and include the part of immobel in the credit of the Belair project.
The table below summarizes the maturity of the financial liabilities of the Group:
| DUE IN | 2013 | 2014 | 2015 | 2016 | TOTAL |
|---|---|---|---|---|---|
| Bond | - | - | - | 40 000 | 40 0001 |
| Corporate credit | - | 10 000 | - | - | 10 000 |
| Project Financing credits | 51 788 | 44 445 | 41 720 | - | 137 953 |
| TOTAL FINANCIAL DEBT | 51 788 | 54 445 | 41 720 | 40 000 | 187 953 |
On the basis of the situation as per 31 December 2012, each change in interest rate of 1 % involves an annual increase or decrease of the interest charge on debts at variable rate of 1,480 KEUR.
In the frame of the availability of long term credits, Corporate or Project Financing, the Group uses financial instruments mainly for the hedging of interest rates.
At 31 December 2012, the derivative financial instruments have been concluded to hedge future risks and are the following:
| PERIOD | INSTRUMENTS | STRIkE | NOTIONAL AMOUNTS |
|
|---|---|---|---|---|
| 02/2011 - 06/2013 | CAP bought | 3.50 % | 15 750 | |
| 06/2011 - 06/2014 | CAP bought | 4.00 % | 36 000 | |
| 09/2012 - 09/2013 | CAP bought | 1.00 % | 19 775 | |
| 07/2014 - 07/2017 | CAP bought | 2.00 % | 20 000 | |
| 03/2010 - 03/2014 | IRS bought | 3.02 % | 10 000 | |
| 03/2010 - 03/2014 | IRS bought | 3.07 % | 8 000 | |
| 03/2010 - 03/2014 | IRS bought | 2.99 % | 7 000 | |
| 06/2010 - 06/2013 | IRS bought | 2.88 % | 20 000 | |
| 07/2012 - 07/2015 | IRS bought | 0.75 % | 26 000 | |
| 03/2012 - 03/2014 | IRS bought | 0.94 % | 89 600 | |
| TOTAL | 252 125 |
The fair value of derivatives is determined based on valuation models and interest rate futures ("level 2"). The change in fair value of financial instruments is recognized through the statement of comprehensive income as thos have not been designated as cash flow hedges.
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| FAIR VALUE OF FINANCIAL INSTRUMENTS | ||
| Hedging instruments: | ||
| - Bought CAP Options | 80 | 20 |
| - Bought IRS Options | -2 212 | -1 827 |
| TOTAL | -2 132 | -1 807 |
| CHANGE IN FAIR VALUE OF THE DERIVATIVE FINANCIAL INSTRUMENTS | 31-12-2012 | 31-12-2011 |
| SITUATION AT 1 JANUARY | -1 807 | -1 824 |
| Changes during the period: | ||
| - Premiums paid | 139 | 258 |
| - Change in the fair value recognised in the statement of comprehensive income | -464 | -241 |
| SITUATION AT 31 DECEMBER | -2 132 | -1 807 |
No instrument has been documented as hedge accounting at 31 December 2012.
The Company starts only new projects in case of appropriate financing by corporate, specific financing or pre-sale. As a consequence, the cash risk related to the progress of a project is very limited.
The Group is, for the majority of the mentioned financial debts, subject to a number of financial commitments. These commitments are taking into account the equity, the net financial debt and its relation with the equity and the inventories. At 31 December 2012, as for the previous years, the Group was in conformity with all these financial commitments.
The Group does not currently hedge the foreign exchange rates risks on its development activities. However, the functional currency of the offices activity currently developped in Poland has been determined to be the EUR, thereby eliminating any exchange risk.
The equity amounts to 187,811 KEUR compared to 182,792 KEUR as at 31 December 2011, representing an increase of 5,019 KEUR. The explanation of the change in equity is given in the consolidated statement of changes in equity.
immobel is optimising the structure of its permanent capital through a balance between capital and long term debts. The target is to maximise the value for the shareholder while maintaining the required flexibility to achieve the development projects. Other elements, like the expected return on each project and the respect of a number of balance sheet ratios, influence the decision taking.
The pensions and similar obligations cover the obligations of the Company as far as the group insurance is concerned. The amount recognised in the balance sheet represents the present value of obligations in terms of defined benefit pension plans less the fair value of plan assets.
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| AMOUNTS RECORDED IN THE BALANCE SHEET | ||
| Present value of funded defined benefit obligations | 2 281 | 2 200 |
| Fair value of plan assets at the end of the period | -1 676 | -1 901 |
| LIABILITIES RECOGNISED IN THE BALANCE SHEET | 605 | 299 |
| MOVEMENTS OF THE NET OBLIGATIONS IN THE BALANCE SHEET | ||
| OBLIGATIONS AS AT 1 JANUARY | 299 | 346 |
| Total expense breaks down as follows: | 81 | 115 |
| - Cost of services rendered during the year | 78 | 93 |
| - Financial Cost | 78 | 99 |
| - Expected return on plan's assets | -75 | -77 |
| Group contributions | -79 | -103 |
| Amount recognised in Statement of comprehensive income | 304 | -59 |
| OBLIGATIONS AS AT 31 DECEMBER | 605 | 299 |
| PRESENT VALUE OF THE OBLIGATIONS AS AT 1 JANUARY | 2 200 | 2 222 |
| Cost of services rendered during the period | 78 | 93 |
| Employee contributions | 27 | 37 |
| Interest cost | 78 | 99 |
| Actuarial gains (losses) | 254 | -109 |
| Paid benefits | -356 | -142 |
| PRESENT VALUE OF THE OBLIGATIONS AS AT 31 DECEMBER | 2 281 | 2 200 |
| FAIR VALUE OF THE PLAN ASSETS AS AT 1 JANUARY | 1 901 | 1 876 |
| Expected return on plan's assets | 75 | 77 |
| Group contributions | 79 | 103 |
| Employee contributions | 27 | 37 |
| Actuarial gains (losses) | -50 | -50 |
| Paid benefits | -356 | -142 |
| FAIR VALUE OF THE PLAN ASSETS AS AT 31 DECEMBER | 1 676 | 1 901 |
| Contribution of the employer expected for 2013 / 2012 | 76 | 104 |
| ACTUAL RETURN ON THE PLAN ASSETS | 25 | 26 |
| ACTUARIAL ASSUMPTIONS USED TO DETERMINE OBLIGATIONS | ||
| Discount rate | 2.00 % | 3.80 % |
| Expected rate of return on plan's assets1 | - | 4.10 % |
| Expected salary growth rate | 3.50 % | 3.50 % |
| Average inflation rate | 2.00 % | 2.00 % |
The pension plans are funded through a group insurance. The underlying assets of the insurance contracts are primarily invested in bonds. The expected rate of return on the plan assets reflects the guaranteed interest rate by the insurance company and the expected insurance dividends.
The actuarial loss recognized in the statement of other comprehensive income equals -304 KEUR. The accumulated amount of actuarial gains and losses recognized in other comprehensive income equals 120 KEUR.
Historical review of the key figures of the four last years:
| 2012 | 2011 | 2010 | 2009 | |
|---|---|---|---|---|
| Present value of defined benefit obligations | 2 281 | 2 200 | 2 222 | 2 540 |
| Fair value of plan assets at the end of the period | 1 676 | 1 901 | 1 876 | 1 754 |
| Deficit of financed plans | 605 | 299 | 346 | 786 |
| Experience adjustments on: | ||||
| - plan assets | 77 | 223 | 136 | 1 168 |
| - plan liabilities | -50 | -50 | -51 | -83 |
The components of provisions are as follows:
| 31-12-2012 | 31-12-2011 | ||||
|---|---|---|---|---|---|
| 1 620 | 1 278 | ||||
| - | 2 980 | ||||
| 176 | 218 | ||||
| 1 796 | 4 476 | ||||
| RELATED TO | SUBTOTAL | OTHER | |||
| 1 278 | 2 980 | 4 258 | 218 | 4 476 | 5 360 |
| 400 | - | 400 | - | 400 | 266 |
| -58 | -1 480 | -1 538 | - | -1 538 | -1 050 |
| - | -1 500 | -1 500 | - | -1 500 | -100 |
| - | - | - | -42 | -42 | - |
| 342 | -2 980 | -2 638 | -42 | -2 680 | -884 |
| 1 620 | - | 1 620 | 176 | 1 796 | 4 476 |
| 1 785 | 1 479 | ||||
| THE SALES LITIGATIONS |
Allocation of this position by segment is as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Offices | 1 004 | 2 988 |
| Residential Development | 697 | 1 062 |
| Land Development | 95 | 426 |
| TOTAL | 1 796 | 4 476 |
| Changes of the provisions for the year | -2 680 | |
| Changes of the provisions linked to employee benefit obligations | 2 | |
| Changes of the provisions (consolidated statement of cash flow) | -2 678 | |
These provisions made correspond to the best estimate of outgoing resources considered as likely by the Board of Directors. The Group has no indication on the final amount of disbursement or the timing of the disbursement, it depends on court decisions.
The provisions are made up based on the risks related to the sales and to the litigations, in particular when the recognition conditions of those liabilities are met. The provisions related to the sales mainly consist of rental guarantees, good end of execution...
No provision has been recorded for the other litigations that mainly concern:
This account is allocated by segment as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Offices | 13 893 | 12 441 |
| Residential Development | 5 231 | 6 156 |
| Land Development | 2 385 | 2 286 |
| TOTAL TRADE PAYABLES | 21 509 | 20 883 |
The components of this account are:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Personnel debts | 736 | 611 |
| Taxes (other than income taxes) and VAT payable | 5 093 | 286 |
| Advance on sales (mainly related to residential projects) | 715 | 3 088 |
| Advances from joint ventures and associates | 1 436 | 2 313 |
| Accrued charges and deferred income | 1 550 | 1 052 |
| Operating grants | 2 263 | 2 263 |
| Other | 3 181 | 1 774 |
| TOTAL OTHER CURRENT LIABILITIES | 14 974 | 11 387 |
Other current liabilities are related to the following segments:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Offices | 8 671 | 3 359 |
| Residential Development | 3 943 | 6 832 |
| Land Development | 2 360 | 1 196 |
| TOTAL | 14 974 | 11 387 |
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Trade receivables | 12 816 | 10 956 |
| Other current assets | 9 840 | 15 166 |
| TOTAL OF TRADE RECEIVABLES AND OTHER CURRENT ASSETS | 22 656 | 26 122 |
| Trade payables | 21 509 | 20 883 |
| Other current liabilities | 14 974 | 11 387 |
| TOTAL OF TRADE PAYABLES AND OTHER CURRENT LIABILITIES | 36 483 | 32 270 |
| NET SITUATION OF RECEIVABLES AND PAYABLES | -13 827 | -6 148 |
The change in working capital by nature is established as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Inventories, including acquisition of entities that are not considered as business combinations |
-30 765 | -77 055 |
| Trade receivables | -1 859 | -744 |
| Trade payables | 626 | 4 916 |
| Other current assets and liabilities | 10 273 | -17 052 |
| CHANGE IN WORKING CAPITAL | -21 725 | -89 935 |
Changes by segment are described under note 1 (financial information by segment)
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Guarantees from third parties on behalf of the Group with respect to: | ||
| - inventories | 42 836 | 48 085 |
| - construction contracts | 215 | 215 |
| - other assets | 111 | 329 |
| TOTAL GUARANTEES FROM THIRD PARTIES ON BEHALF OF THE GROUP | 43 162 | 48 629 |
| These guarantees consist of: | ||
| - guarantees "Real estate trader" (acquisitions with registration fee at reduced rate) | 13 615 | 13 615 |
| - guarantees "Law Breyne" (guarantees given in connection with the sale of houses or apartments under construction) |
11 667 | 7 036 |
| - guarantees "Good end of execution" (guarantees given in connection with the execution of works) |
17 769 | 16 718 |
| - guarantees "Payment" and "Other" (successful completion of payment, rental) | 111 | 11 260 |
| TOTAL | 43 162 | 48 629 |
| Mortgage power - Amount of inscription | 59 631 | 49 036 |
| Book value of Group's assets pledged for debt securities related to investment property and inventory as a whole |
338 576 | 276 308 |
| BOOK VALUE OF PLEDGED GROUP'S ASSETS | 338 576 | 276 308 |
| Amount of debts guaranteed by above securities | ||
| - Non current debts | 96 165 | 79 945 |
| - Current debts | 51 788 | 74 330 |
| TOTAL | 147 953 | 154 275 |
| Commitments for the acquisition of inventories | 21 412 | 15 124 |
| Commitments for the disposal of inventories | 11 199 | 26 607 |
| The commitments from which the value of acquisition or disposal can not be defined, because depending from future events (permit to obtain, number of m² to construct…), are not included. |
The list of subsidiaries, joint ventures and associates is included under note 31.
The transactions between immobel, subsidiaries and joint ventures are eliminated in consolidation. The relationships with associates consist mainly of loans or advances, whose amounts are recorded in the balance sheet in the following accounts:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Other current assets | 1 253 | 1 229 |
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Cresida Investment S.à r.l. | 24.99 % | 25.00 % |
| JER Audrey S.à r.l. | 5.53 % | 5.53 % |
| Capfi Delen Asset Management n.v. | 5.06 % | 5.06 % |
| Fidea n.v. | 3.46 % | 3.46 % |
| KBC Assurances n.v. | - | 1.73 % |
| Autres | 60.95 % | 59.22 % |
| Number of representative capital shares | 4 121 987 | 4 121 934 |
These are the remuneration of members of the Management Committee, of the Executive Committee and of the Board of Directors.
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Salaries | 3 635 | 3 897 |
| Post-employment benefits | 91 | 81 |
| Other Benefits | 9 | 9 |
| TOTAL | 3 735 | 3 987 |
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Amounts recognized as income - Services fees | 1 007 | 0 |
| Amounts recognized as income - Asset sales | 491 | - |
| Amounts recognized as expenses | 472 | 276 |
| Amounts capitalized on inventories | 200 | 200 |
| Amounts due to related parties | 124 | 33 |
| Amounts due by related parties | 102 | 0 |
Since 1 January 2013, immobel acquired:
Except these acquisitions, no significant event that may change the financial statements occurred from the reporting date on 31 December 2012 up to 11 March 2013 when the financial statements were approvedby the Board of Directors.
The companies jointly controlled are listed under note 31. The participating interests of the Group in these companies are reported using the proportionate consolidation method grouping the accounts line by line.
The share of the joint ventures in the consolidated financial statements are detailed as follows:
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Total non-current assets | 1 | 2 |
| Total current assets | 122 245 | 117 200 |
| Total non-current liabilities | 36 454 | 7 565 |
| Total current liabilities | 27 915 | 42 718 |
| Total income | 20 793 | 6 970 |
| Total charges | 21 015 | 7 828 |
Companies forming part of the Group as at 31 December 2012:
| NAME | COMPANY NUMBER | REGISTERED OFFICE | % INTEREST1 |
|---|---|---|---|
| Cedet | - | Warsaw | 100.00 |
| Compagnie Immobilière de Lotissements (Lotinvest) | 0451 565 088 | Brussels | 100.00 |
| Compagnie Immobilière de Participations Financières (CIPAF) |
0454 107 082 | Brussels | 100.00 |
| Compagnie Immobilière de Wallonie (CIW) | 0401 541 990 | Wavre | 100.00 |
| Compagnie Immobilière Luxembourgeoise | - | Luxemburg | 100.00 |
| Entreprise et Gestion Immobilières (Egimo) | 0403 360 741 | Brussels | 100.00 |
| Espace Nivelles | 0472 279 241 | Brussels | 100.00 |
| Foncière Jennifer | 0464 582 884 | Brussels | 100.00 |
| Foncière Montoyer | 0826 862 642 | Brussels | 100.00 |
| Garden Point | - | Warsaw | 100.00 |
| immobel poland | - | Warsaw | 100.00 |
| Immobiliën Vennootschap van Vlaanderen | 0403 342 826 | Brussels | 100.00 |
| Immobilière Deka | 0417 100 196 | Brussels | 100.00 |
| Immo-Puyhoek | 0847 201 958 | Brussels | 100.00 |
| Katavia Invesment | - | Warsaw | 100.00 |
| Les Jardins du Nord | 0444 857 737 | Brussels | 76.00 |
| Okraglak Development | - | Warsaw | 100.00 |
| Project Papeblok | 0831 193 097 | Brussels | 100.00 |
| Quomago | 0425 480 206 | Brussels | 100.00 |
| SPI Parc Seny | 0478 120 522 | Brussels | 100.00 |
| The Green Corner | 0443 551 997 | Brussels | 100.00 |
| Torres Investment | - | Warsaw | 100.00 |
| Veldimmo | 0430 622 986 | Brussels | 100.00 |
| WestSide | - | Luxemburg | 100.00 |
| NAME | COMPANY NUMBER | REGISTERED OFFICE | % INTEREST1 |
|---|---|---|---|
| Bella Vita | 0890 019 738 | Brussels | 50.00 |
| Château de Beggen | - | Luxemburg | 50.00 |
| Espace Trianon | 0450 883 417 | Embourg | 50.00 |
| Fanster Enterprise | - | Warsaw | 50.00 |
| Foncière du Parc | 0433 168 544 | Brussels | 50.00 |
| Gateway | 0501 968 664 | Brussels | 50.00 |
| Ilot Ecluse | 0441 544 592 | Gilly | 50.00 |
| Intergénérationnel de Waterloo | 0890 182 460 | Brussels | 50.50 |
| RAC 1 | 0819 582 791 | Antwerp | 40.00 |
| RAC 2 | 0819 585 959 | Antwerp | 40.00 |
| RAC 3 | 0819 588 830 | Antwerp | 40.00 |
| RAC 4 | 0819 593 481 | Antwerp | 40.00 |
| Société Espace Léopold | 0435 890 977 | Brussels | 50.00 |
| Temider Enterprise | - | Warsaw | 50.00 |
| Universalis Park | 0891 775 438 | Brussels | 50.00 |
| Vilpro | 0437 858 295 | Brussels | 50.00 |
| NAME | COMPANY NUMBER | REGISTERED OFFICE | % INTEREST1 |
|---|---|---|---|
| DHR Clos du Château | 0895 524 784 | Brussels | 33.33 |
| Espace Midi | 0402 594 342 | Brussels | 20.00 |
| Promotion Léopold | 0439 904 896 | Brussels | 35.50 |
| SCOPE OF CONSOLIDATION - NUMBER OF ENTITIES | 31-12-2012 | 31-12-2011 |
|---|---|---|
| Subsidiaries - Global method of consolidation | 24 | 22 |
| Joint ventures - Proportionate method of consolidation | 16 | 17 |
| Associates - Equity method | 3 | 4 |
| TOTAL | 43 | 43 |
During the year 2012, following changes in the consolidation perimeter occurred:
| 31-12-2012 | |
|---|---|
| Inventories | 23 970 |
| Other assets | 253 |
| Cash and cash equivalents | 312 |
| TOTAL ASSETS | 24 535 |
| Other liabilities | 353 |
| TOTAL LIABILITIES | 353 |
| PAID PRICE | 24 182 |
| Purchase price paid in cash | -24 182 |
| Acquired cash | 312 |
| OPERATING CASH FLOW | -23 870 |
The acquisitions are not recognized as business combinations under IFRS 3 since the acquired assets and liabilities are not activities ("business"). The acquired assets and liabilities are therefore accounted for using the applicable standard (mainly IAS 2 - "Stock"). The cash outflows linked to the acquisitions of such project companies are classified as operating cash flows.
The sales of project companies are considered as part of the normal business of the group and are therefore recorded as turnover and cost of sales. They are part of the operating cash flow. This accounting treatment is consistent with the purchase of project companies as described above.
The undersigned persons state that, to the best of their knowledge:
On behalf of the Board of Directors:
GAëTAN PIRET sprl Baron Buysse cmg cbe
chief executive officer Chairman of the Board of Directors
As required by law, we report to you on the performance of our mandate of statutory auditor. This report includes our report on the consolidated financial statements as defined below together with our report on other legal and regulatory requirements.
We have audited the accompanying consolidated financial statements of Compagnie Immobilière de Belgique, en abrégé: immobel sa (the "company") and its subsidiaries (jointly the "group"), prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2012, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, as well as the summary of accounting principles and methods and notes to the consolidated financial statements. The consolidated statement of financial position shows total assets of 417.567 (000) EUR and the consolidated statement of comprehensive income shows a consolidated profit (group share) for the year then ended of 11.719 (000) EUR.
The board of directors is responsible for the preparation and fair presentation of consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the group's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the consolidated financial statements. We have obtained from the company's officials and the board of directors the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the consolidated financial statements of Compagnie Immobilière de Belgique, en abrégé: immobel sa give a true and fair view of the group's net equity and financial position as of 31 December 2012, and of its results and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
The board of directors is responsible for the preparation and the content of the directors' report on the consolidated financial statements.
In the framework of our mandate, our responsibility is to verify, for all significant aspects, the compliance with some legal and regulatory requirements. On this basis, we provide the following additional comment which does not modify the scope of our audit opinion on the consolidated financial statements:
• The directors' report on the consolidated financial statements includes the information required by law, is, for all significant aspects, in agreement with the consolidated financial statements and is not in obvious contradiction with any information obtained in the performance of our mandate.
Diegem, 12 March 2013 The statutory auditor
DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Laurent Boxus
The financial statements of the parent company, immobel sa, are presented below in a condensed form.
In accordance with Belgian company law, the Directors' Report and Financial Statements of the parent company, immobel sa, together with the Statutory Auditor's Report, have been filed at the National Bank of Belgium.
They are available on request from:
immobel sa Rue de la Régence 58 BE-1000 Brussels Belgium www.immobel.be
The statutory auditor issued an unqualified report on the financial statements of immobel sa.
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| ASSETS | ||
| FIXED ASSETS | 93 936 | 105 848 |
| Start-up costs | 637 | 597 |
| Intangible fixed assets | 36 | 47 |
| Tangible fixed assets | 1 565 | 1 155 |
| Financial fixed assets | 91 698 | 104 049 |
| CURRENT ASSETS | 176 264 | 207 813 |
| Stocks and contracts in progress | 39 879 | 63 235 |
| Amounts receivable within one year | 128 930 | 109 170 |
| Short term investments | 0 | 192 |
| Cash balance | 7 086 | 34 128 |
| Deferred charges and accrued income | 369 | 1 088 |
| TOTAL ASSETS | 270 200 | 313 661 |
| LIABILITIES | ||
| SHAREHOLDERS' EQUITY | 189 467 | 183 645 |
| Capital | 60 302 | 60 302 |
| Reserves | 10 076 | 10 075 |
| Accumulated profits | 119 089 | 113 268 |
| PROVISIONS AND DEFERRED TAXES | 1 035 | 3 024 |
| Provisions for liabilities and charges | 1 035 | 3 024 |
| DEBTS | 79 698 | 126 992 |
| Amounts payable after one year | 50 000 | 83 700 |
| Amounts payable within one year | 29 628 | 43 019 |
| Accrued charges and deferred income | 70 | 273 |
| TOTAL LIABILITIES | 270 200 | 313 661 |
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| Operating income | 14 931 | 22 407 |
| Operating charges | -11 070 | -13 655 |
| OPERATING PROFIT | 3 861 | 8 752 |
| Financial income | 7 979 | 9 576 |
| Financial charges | -5 396 | -2 615 |
| FINANCIAL RESULT | 2 583 | 6 961 |
| OPERATING PROFIT BEFORE TAXES | 6 444 | 15 713 |
| Extraordinary income | 5 216 | 7 209 |
| Extraordinary charges | -65 | -3 996 |
| EXTRAORDINARY RESULT | 5 151 | 3 213 |
| PROFIT OF THE FINANCIAL YEAR BEFORE TAXES | 11 595 | 18 926 |
| Taxes | -3 | -4 |
| PROFIT OF THE FINANCIAL YEAR | 11 592 | 18 922 |
| PROFIT OF THE FINANCIAL YEAR TO BE APPROPRIATED | 11 592 | 18 922 |
| 31-12-2012 | 31-12-2011 | |
|---|---|---|
| PROFIT TO BE APPROPRIATED | 124 860 | 120 481 |
| Profit for the financial year available for appropriation | 11 592 | 18 922 |
| Profit carried forward | 113 268 | 101 559 |
| RESULT TO BE CARRIED FORWARD | 119 089 | 113 268 |
| Profit to be carried forward | 119 089 | 113 268 |
| PROFIT AVAILABLE FOR DISTRIBUTION | 5 771 | 7 213 |
| Dividends | 5 771 | 7 213 |
Tangible assets are recorded as assets net of accumulated depreciation, at either their cost price or contribution value (value at which they were brought into the business), including ancillary costs and non-deductible VAT. Depreciation is calculated by the straight line method. The main depreciation rates are the following:
| •Buildings | 3 % |
|---|---|
| • Buildings improvements | 5 % |
| • Office furniture and equipment | 10 % |
| • Computer equipment | 33 % |
| •Vehicles | 20 % |
Financial Fixed Assets are entered either at their purchase price, after taking into account any amounts still not paid up and any write-offs made. They are written down if they suffer a capital loss or a justifiable long-term loss in value.
Amounts Receivable within one year and those receivable after one year are recorded at their nominal value. Write-downs are applied in case of permanent impairment or if the repayment value at the closing date is less than the book value.
Stocks are recorded at their purchase price or contribution value, including, in addition to the purchase price, the ancillary costs, duties and taxes relating to them. The infrastructure costs are recorded at their cost price. Realisation of stocks is recorded at the weighted average price. Work in progress is valued at cost price. Profits are, in principle, recorded on the basis of the percentage of completion of the work. Writedowns are applied as appropriate, according to the selling price or the market value. The sales and the purchases of properties are recorded at the signature of the notarial act in so far as the eventual conditions precedents are lifted and a clause of deferred property transfer is foreseen in the compromise under private signature
Short term investments are recorded as assets at their purchase price (ancillary costs excluded) or contribution value. Their values are adjusted, provided that the depreciation is lasting.
Cash at bank and in hand are recorded at their nominal value. Values are adjusted if the estimated value at the end of the financial year is lower than the book value.
At the close of each financial year, the Board of Directors, acting with prudence, sincerity and in good faith, examines the provisions to be set aside to cover the major repairs or major maintenance and the risks arising from completion of orders placed or received, advances made, technical guarantees after sale or delivery and current litigations.
Amounts Payable are recorded at their nominal value.
immobel
Rue de la Régence, 58 -1000 Brussels - Belgium RPM/RPR (Legal Entitites Register) - VAT BE 0405.966.675
Belgian registered joint stock company, constituted on 9 July 1863, authorised by the Royal Decree of 23 July 1863.
Indefinite
(Art. 12 of the Articles of Association – excerpt) Any physical or moral person who acquires securities in the Company, whether representative of capital or not, conferring the right to vote, must declare to the Company and to the Belgian Banking, Finance and Insurance Commission the number of securities s/he holds, when the voting rights pertaining to these securities reach the level of three percent or more of the total voting rights that exist.
She/he must make the same declaration in the event of an additional acquisition of securities referred to in paragraph 1, if when this acquisition is completed, the voting rights pertaining to the securities that she/he possesses reach the level of five, ten, fifteen percent, and so on in tranches of five points, of the total number of existing voting rights.
He must make the same declaration in the event of disposal of securities when, following the disposal, his voting rights are reduced to below one of the thresholds referred to in paragraph 1 or paragraph 2.
When a physical or moral person acquires or transfers control, be it direct or indirect, de jure or de facto, of a company which possesses three percent at least of the voting power of the company, she/he must declare this to the company and to the Banking, Financial and Insurance Commission. The aforementioned declarations must be addressed to the Banking, Financial and Insurance Commission, as well as to the Company, at the latest on the second work day after the completion of the acquisition or transfer concerned, without prejudice to the special legal provisions regarding securities acquired by succession.
www.immobel.be
Publication of annual accounts 2012: 12 March 2013 Ordinary General Meeting 2013: 23 May 2013 Publication of 2013 half-year results: 30 August 2013 Publication of 2013 annual accounts: 21 March 2014 Ordinary General Meeting 2014: 22 May 2014
Philippe Opsomer Tel.: 32(0)2/422.53.61 - Fax: 32(0)2/422.53.02 E-mail: [email protected]
Joëlle Micha Tel.: 32(0)2/422.53.57 - Fax: 32(0)2/422.53.02 E-mail: [email protected]
Lindsay Edwards – Christine Leroy
Massoz
www.chriscom.eu
© Georges De Kinder (Projects) © Laurent van Steensel (Portraits)
Airprint - Gabari (Advanced Real Estate Communication www.gabari.be) – Christian Bauer & Associés Architectes + Digital Studio – Studio Arne Quinze – Ellen Goegebuer
immobel does its utmost to respect the legal prescriptions related to copy-rights. It kindly invites any person whose rights may have been infringed to contact the Company.
This report is available in English, in Dutch and in French. Dit verslag is beschikbaar in het Nederlands, in het Frans en in het Engels. Ce rapport est disponible en français, en néerlandais et en anglais.
The original text of this report is in French. De oorspronkelijke tekst van dit verslag is in het Frans. Le texte original de ce rapport est en français.
immobel Limited company Rue de la Régence, 58 - 1000 Brussels - Belgium
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